MML INVESTORS SERVICES, LLC

Part 2A of Form ADV: Brochure MML Plan Solutions Program MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 1-800-542-6767 (ext. 13169) www.mmlinvestors.com October 6, 2025 This brochure provides information about the qualifications and business practices of MML Investors Services, LLC. If you have any questions about the contents of this brochure, please contact us at 1-800-842-4015. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MML Investors Services, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. MML Investors Services, LLC’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser. Please note that registration does not imply a certain level of skill or training. MI1611_MMLPlanSol 1025 Page 1 of 17  ITEM 2 MATERIAL CHANGES This item discusses material changes, if any, that have been made to this brochure since the last annual update on March 28, 2025; and provides clients with a summary of such changes. October 6, 2025 Update: Item 14 was updated to include information regarding SDBA investment options and related conflicts of interest. May 7, 2025 Update: Item 14 was updated to provide information regarding a new strategic sponsorship program and related conflicts of interest. March 28, 2025 Update: Item 14 was updated to include additional disclosures regarding conflicts of interest. MI1611_MMLPlanSol 1025 Page 2 of 17  ITEM 3. TABLE OF CONTENTS ITEM 1 COVER PAGE 1 ITEM 2 MATERIAL CHANGES 2 ITEM 3 TABLE OF CONTENTS 3 ITEM 4 ADVISORY BUSINESS 4 ITEM 5 FEES AND COMPENSATION 5 ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 6 ITEM 7 TYPES OF CLIENTS 6 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 6 ITEM 9 DISCIPLINARY INFORMATION 7 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 11 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 12 ITEM 12 BROKERAGE PRACTICES 13 ITEM 13 REVIEW OF ACCOUNTS 13 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION 13 ITEM 15 CUSTODY 15 ITEM 16 INVESTMENT DISCRETION 15 ITEM 17 VOTING CLIENT SECURITIES 15 ITEM 18 FINANCIAL INFORMATION 15 IMPORTANT NOTICES TO CLIENTS 16 MI1611_MMLPlanSol 1025 Page 3 of 17  ITEM 4 ADVISORY BUSINESS MML Investors Services, LLC (“MMLIS” or the “Firm”) is registered as a broker-dealer and investment adviser. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is MMLIS principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. This brochure relates solely to the MML Plan Solutions Program (the “Program”). MMLIS provides a variety of other investment advisory services, including asset management programs, money manager programs, generic financial seminars and financial planning and consulting services. These programs and services are discussed in separate brochures. Please contact your MMLIS Investment Adviser Representative (“IA Representative”) for information about these other advisory programs and services or to request a copy of our other disclosure brochures. Under the Program, MMLIS, through certain of its IA Representatives, provides investment advisory and other services, including certain fiduciary services under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to plan sponsors and responsible plan fiduciaries (collectively, “Plan Sponsors”) of retirement plans (“Plans”). The investment advice and other services provided under the Program are limited to investments in investment companies registered under the Investment Company Act of 1940 (e.g., mutual funds), collective investment trusts issued by a bank or trust company, and securities and other insurance products issued by an insurance company. In particular, MMLIS can provide the services described below. The services MMLIS will provide to a particular Plan will be specified in the MML Plan Solutions Services Agreement (“Agreement”) between MMLIS and the Plan Sponsor. Fiduciary Services MMLIS provides the following services as fiduciary “investment advice” under ERISA, through its IA Representatives: • Recommend Plan Platform Provider: MMLIS assists Plan Sponsors with the preparation and dissemination of a request for proposal (“RFP”) for a plan platform provider (“Provider”) for the Plan, evaluates the RFP responses and provides recommendations to the Plan Sponsor about the Provider(s) to be selected. MMLIS monitors the performance of the Provider(s) for the Plan and periodically reports to the Plan Sponsor on that performance (including conducting fee benchmarking). • Investment Analysis for Participant-Directed Plan: From the investment options available on the platform selected for the Plan, MMLIS recommends to the Plan Sponsor an investment menu, periodically monitors the performance of the options selected for the investment menu, and periodically reports to the Plan Sponsors on that performance (including conducting fee benchmarking). • Investment Analysis for Fiduciary-Directed Plan: From the investment options available on the platform selected for the Plan, MMLIS recommends to the Plan Sponsor an investment menu, periodically monitors the performance of the options selected for the investment menu, and periodically reports to the Plan Sponsors on that performance (including conducting fee benchmarking). • Assistance with the Plan’s Investment Policy Statement (“IPS”): MMLIS reviews with Plan Sponsor the investment objectives, risk tolerance and goals of the Plan and will recommend investment policies to assist the Plan Sponsor to establish an appropriate IPS or recommend changes to a Plan’s existing IPS, if appropriate. MMLIS provides the following services as fiduciary “investment advice with discretionary authority” under ERISA, through its IA Representatives: • Investment Advice with Discretionary Authority for Participant-Directed Plan: MMLIS (i) reviews the investment options (e.g., mutual funds or group annuity subaccounts) available from the Provider selected by the Plan Sponsor for the Plan, (ii) directs the Plan’s Provider to add, remove or replace investment options to be made available as the investment menu for the Plan, (iii) periodically monitors the performance of the investments selected for the investment menu, and directs the Plan’s Provider to add, remove or replace investment options, and (iv) reports quarterly, or upon reasonable request, to the Plan Sponsor on the performance of the investment menu (including conducting fee benchmarking annually). No investment advice is provided to participants of the Plan. MI1611_MMLPlanSol 1025 Page 4 of 17  Non-Fiduciary Services MMLIS provides the following non-fiduciary services under ERISA, through its IA Representatives: • Enrollment Services: MMLIS conducts enrollment meetings for employees who are not Plan participants, for the purpose of providing general information and materials about the terms of the Plan, the operation of the Plan, and/or general information about the investment alternatives available under the Plan. • Participant Education: MMLIS conducts investment education meetings for Plan participants for the purpose of providing general information and materials about the terms of the Plan, the operation of the Plan, and/or general information about the investment alternatives available under the Plan. • Education for Plan Sponsors: Provide education to Plan Sponsors on certain responsibilities and concepts to be aware of when acting as a fiduciary to a retirement plan. *  *  * If the Plan specifically elects in the Agreement that MMLIS and the IA Representatives shall provide investment advice with discretionary authority, MMLIS and IA Representative will have discretionary authority and control for the limited purpose of adding, removing and/or replacing the plan-level investment options available as choices to plan participants. Other than as noted above, MMLIS does not have and does not accept any discretionary authority, responsibility or control with respect to the management or administration of Plans or the investment of their assets under the Program. In providing services under the Program, MMLIS acts only in a consulting or advisory capacity. Responsible Plan fiduciaries other than MMLIS and the IA Representative retain decision-making authority and responsibility and make all decisions with respect to all matters with respect to which MMLIS provides services under the Program. In addition, MMLIS does not provide any advice or other services under the Program to Plan participants. MMLIS does not provide legal, tax, accounting or actuarial advice under the Program, and is not responsible for determining whether its recommendations to Plans comply with (i) any tax qualification, legal, accounting, actuarial or other requirements that apply to the Plan or (ii) the governing documents for the Plan including any IPS. Clients with tax or legal questions should seek a qualified independent expert. Unless it otherwise agrees in writing, MMLIS will not provide advice or recommendations with respect to (i) Plan investments in employer securities, real estate or any other type of investment that MMLIS may specify from time to time, and (ii) self-directed brokerage windows. The Sponsor, responsible Plan fiduciaries or third parties other than MMLIS and the IA Representative will be solely responsible for such matters. In the Program, IA Representatives may utilize tools and technology from several providers including the Retirement Plan Advisory Group (“RPAG”). ITEM 5 FEES AND COMPENSATION The only types of compensation MMLIS receives for the services provided under the Program are a flat dollar amount and/or a percentage of Plan assets. MMLIS’ maximum fee for the services it provides under the Program is 1.00% (please note that when a flat dollar amount is charged, the MMLIS’ fee may exceed 1.00% depending on the amount of assets in the Plan). The fees it receives, which are negotiable, may be paid: • Directly by the Plan Sponsor on behalf of the Plan via check or ACH payable to MMLIS; • Administered by the product provider/record keeper by debiting the fees directly from Plan participant accounts and remitting the fees to MMLIS; or • Administered by the product provider/record keeper by remitting the fees to MMLIS from the Plan’s Pension Expense Reimbursement Account. The fees earned by MMLIS under the Program are paid in advance or in arrears on a quarterly or monthly basis. If the fee is based on the value of Plan assets, the fee calculated for each billing period shall be determined based on the Provider’s method of calculating the fee which may be based on market value of Plan assets as of the last day of the billing period or the average daily market value balance during a billing period or other methods as agreed between the Plan Sponsor and Provider. The fees to be paid under the Program are specified in an Agreement entered into by MMLIS and Plan Sponsors. MI1611_MMLPlanSol 1025 Page 5 of 17  Upon termination of the Agreement, MMLIS’s fee for the billing period in which the effective date of termination occurs will be prorated. If billing is in advance, a final statement will be provided and the unearned prorated fee will be returned shortly following the date of termination. If billing is in arrears, a final billing statement for unbilled work performed prior to termination will be provided shortly following the date of termination. MMLIS pays a portion of the fees it receives under the Agreement to its IA Representatives and to the supervisors who are responsible for supervising the IA Representative. *  *  * In addition to the fees associated with the Program, Plans and Plan participants also pay a fee representing the internal and operating expenses, including management fees, for any mutual funds, variable annuity sub-accounts, and any other pooled investments that are included in the account. For certain mutual funds, expenses may include sub-transfer agent, administrative, shareholder servicing or distribution fees, such as 12b-1 fees. Such fees are not paid to MMLIS. In addition to fund-level expenses, some mutual funds assess redemption fees to specific investors upon the short-term redemption of its funds. Depending upon the particular mutual fund, this may include redemptions for rebalancing purposes. Please see the prospectus for the specific mutual fund or variable annuity for detailed information regarding fees. The product issuer, TPA/recordkeeper, trustee or custodian, and/or investment provider(s) may charge Plans and Plan participants additional fees such as recordkeeping or administrative fees. Clients should review the fees charged by the TPA/recordkeeper, trustee or custodian, investment provider(s), the sponsors or issuer of the securities, and MMLIS’s fees to fully understand the total amount of fees to be paid by the client. Clients who redeem, surrender or sell an existing security to fund an account should carefully consider the costs and benefits of the transaction including any tax liability or charges such as brokerage fees, redemption fees or contingent deferred sales charges. In addition, clients may pay charges to the account custodian or broker-dealer for various account services such as maintenance, termination, and/or wire transfers. Please refer to the disclosure documents of the custodian and/or broker-dealer for additional information. Please refer to Item 12 for additional information related to brokerage practices. Since fees under the Program are negotiable, clients in the Program will pay different fees for the same types of services. A client could buy a mutual fund or other security or investment without utilizing the services provided under the Program. In that case, the client would not receive the benefits provided by the Program. Clients should note that similar advisory services may be available from other investment advisers or other similar firms for similar or lower fees. ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT This Item is not applicable to the MML Plan Solutions Program. ITEM 7 TYPES OF CLIENTS In addition to providing investment advisory services to Plan Sponsors under the Program, MMLIS generally provides advice to individuals, high net worth individuals, trusts, estates, endowments and foundations, and business entities. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Investing in securities involves risk of loss that Plan clients should be prepared to bear. Clients may experience loss in the value of their Plan accounts due to market fluctuations. There is no guarantee that a client’s investment objectives will be achieved by participating in the Program. Prior to investing, clients should read carefully a copy of the current prospectus for each security, where a prospectus is available. The prospectus contains information regarding the fees, expenses, investment objectives, investment techniques, and risks of the securities recommended by MMLIS in the Program. The investment returns on a Plan’s account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by MMLIS concerning the benefits of participating in the Program. MI1611_MMLPlanSol 1025 Page 6 of 17  In general, the investment advice and other services provided under the Program are limited to investments in investment companies registered under the Investment Company Act of 1940 (e.g., mutual funds), collective investment trusts issued by a bank or trust company and securities and other insurance products issued by an insurance company. MMLIS, however, may from time to time provide investment advice on other securities to the extent such securities are currently available in the Plan. Notwithstanding the foregoing, unless it otherwise agrees in writing, MMLIS will not provide investment advice or recommendations with respect to (i) Plan investments in employer securities, real estate or any other type of investment that MMLIS may specify from time to time, and (ii) self-directed brokerage windows. When providing investment advice without discretionary authority, MMLIS can provide investment advice regarding investments that are advised or distributed by an affiliate (an “Affiliated Fund”). When (i) advising a Plan Sponsor on an RFP concerning a TPA/recordkeeper, trustee or custodian, and/or investment provider(s) for the Plan or (ii) monitoring a service provider on behalf of a Plan Sponsor, MMLIS evaluates factors such as the experience, expertise, systems and operations, infrastructure, cost, value proposition and past performance of such entities, in an attempt to determine if they have demonstrated an ability to fulfill their responsibilities to the Plan Sponsor. When providing investment advisory services (including, if applicable, investment advice with discretionary authority) to a participant-directed Plan (e.g., recommending to the Plan Sponsor an investment menu, monitoring the performance of the options selected for the investment menu, and periodically reporting to the Plan Sponsor on that performance), MMLIS seeks to recommend a lineup of funds across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). In deciding what funds to recommend or select, MMLIS analyzes factors such as expense ratio, performance, manager tenure, track record, style consistency and the investment characteristics. Risks Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long-period of time. However, this may not end up being the case. In addition, the client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change, which means a client’s portfolio may be subject to substantial market volatility in short and intermediate term time periods. In addition, a client with a diversified portfolio spread out over various asset classes may not participate in sharp increases in a particular security, industry or market sector. Clients with a diversified asset allocation may not achieve their investment objectives and may lose money. Finally, asset allocation does not account for individual security risks. The data reviewed and considered by MMLIS in providing advice to Plans is based on the historical performance and operation of securities and other investments and such a historical review may not be indicative of future results. Accordingly, clients may face more volatility and losses than would be suggested by the past performance of investments and clients’ risk and return characteristics may end up varying significantly from what is anticipated based on such past performance. The risks detailed above are not a complete list of all risks. ITEM 9 DISCIPLINARY INFORMATION Detailed below are legal or disciplinary events that are material to a client’s or prospective client’s evaluation of MMLIS’s services. The Firm entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) MI1611_MMLPlanSol 1025 Page 7 of 17  pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1-101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. The Firm entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with the Financial Industry Regulatory Authority (“FINRA”) for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the MMLIS consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered represen- tatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third-party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding MI1611_MMLPlanSol 1025 Page 8 of 17  breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC MI1611_MMLPlanSol 1025 Page 9 of 17  stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures (WSPs), to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communi- cations among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepart- mental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MI1611_MMLPlanSol 1025 Page 10 of 17  ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS MMLIS is a registered broker-dealer and investment adviser doing business in all 50 states, the District of Columbia and the Commonwealth of Puerto Rico. MMLIS’s primary business is assisting clients, other than Plans, in purchasing and selling securities products. These products include: mutual funds, variable annuity contracts, unit investment trusts, direct participation programs, and variable life insurance policies. In addition, MMLIS acts as an introducing broker-dealer for purchases and sales of individual stocks and bonds and other securities. MMLIS spends a majority of its time engaged in broker-dealer activities. Relationship with Affiliates MMLIS’s management persons, including its directors and executive officers, are registered representatives and/ or associated persons of MMLIS in its capacity as a broker-dealer. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers including MML Investment Advisers, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s registered representatives and IA Representatives are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. When acting as a registered representative or insurance agent or broker, the IA Representative receives compensation for the sale of securities and insurance products. The securities compensation includes sales charges or service fees from the sale of securities. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in these mutual funds. MassMutual Holding LLC is also the sole shareholder of Barings LLC, a registered investment adviser. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in mutual funds advised by Barings LLC. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”), including MML Investment Advisers, LLC and MML Distributors, LLC, creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases, there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. This conflict of interest is addressed through clear and prominent disclosure to clients, suitability reviews of recommended securities and other products and through supervision of the registered representatives and IA Representatives. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the cover page of this Brochure. Other Business Relationships MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. This conflict of interest is addressed through clear and prominent disclosure to clients, suitability reviews of recommended securities and other products and through supervision of the registered representatives and IA Representatives. MI1611_MMLPlanSol 1025 Page 11 of 17  ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING MMLIS has adopted a Code of Ethics (“Code”) for its employees, officers, directors and IA Representatives (“Associates”) in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are designed to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all Associates acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to Associates’ personal securities transactions and establishes general prohibitions. The Code places additional obligations on certain Associates classified as “Access Persons” including the obligation to submit periodic reports to MMLIS regarding their personal securities activities, including initial and annual holdings reports and quarterly transactions reports. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal investment activities for Associates include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal securities transactions be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to MMLIS and/or its advisory clients. To prevent and detect personal trading violations of the Code, MMLIS reviews the holdings and transaction reports filed by Access Persons. A copy of the Code will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. Outside of the Program, MMLIS may purchase for its own account, U.S. government-backed securities, high grade commercial paper and high grade corporate bonds in accordance with its investment policy, as determined by its Board of Directors. These categories of securities may be recommended by MML Plan Solutions Program IA Representatives in certain advisory programs other than the Program. Any recommendations are unrelated to the Board of Director’s investment policy. MMLIS and MassMutual invest in mutual funds managed by various fund families. These funds may also be recommended to clients in advisory programs including the Program. Any recommendations are unrelated to MMLIS’ and MassMutual’s decision to purchase such securities. These mutual funds are subject to the same level of due diligence as other mutual funds offered in the advisory programs. MMLIS may recommend the purchase or sale of securities in which it, as investment adviser or broker-dealer, its related persons or any of their respective officers, directors, or employees, directly or indirectly, has a financial position or interest, or of which it buys or sells for itself. Such securities, however, are not sold out of MMLIS inventory. Such transactions may involve trading in securities in a manner inconsistent with the advice given to MMLIS’ clients. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’ Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that MMLIS may recommend for purchase or sale by its clients outside of the Program. In connection with providing these services, MMLIS and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, MMLIS and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should MMLIS or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. MI1611_MMLPlanSol 1025 Page 12 of 17  ITEM 12 BROKERAGE PRACTICES While MMLIS often effects securities transactions for clients since it is registered as a broker-dealer, MMLIS does not execute securities transactions or serve as the broker-dealer of record with respect to Plan clients under the Program. However, if the Plan Sponsor specifically elects in the Agreement to have MMLIS and the IA Representatives provide investment advice with discretionary authority, in that case, MMLIS and IA Representatives will have authority to provide trade instructions to the Plan provider to add, remove or replace the investment options available at the plan level, without prior consultation with, or approval from, the Plan Sponsor. MMLIS does not select or recommend broker-dealers for Plan client transactions since the Plans already have preexisting relationships with, or will establish relationships directly with, the investment providers. Accordingly, MMLIS plays no role in selecting or recommending broker-dealers for Plan clients under the Program. Plan clients pay charges to the account custodian and/or clearing firm for various account services such as maintenance, termination, and/or wire transfers. Plan clients should refer to the disclosure documents of the custodian and/or clearing firm for information on these charges. ITEM 13 REVIEW OF ACCOUNTS Where MMLIS is selected to provide investment advisory services to a participant-directed plan or fiduciary-directed plan, the IA Representative will on an annual basis: review the investment menu, the performance of the options selected for the investment menu, and report to the Plan Sponsors. MMLIS will provide a written report setting forth its recommendations and the basis therefore. Where MMLIS is selected to provide investment advice with discretionary authority for a participant-directed plan, the IA Representative will periodically monitor the performance of the investments selected for the investment menu, direct the Plan’s Provider to add, remove or replace investment options and report quarterly, or upon reasonable request, to the Plan Sponsor on the performance of the investment menu (including conducting fee benchmarking annually). ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION MMLIS does not receive additional compensation from parties other than the Plan in connection with providing investment advice through the Program. MML Investors Services investment adviser representatives who are not enrolled in the Program may refer Plans to MMLIS to potentially receive services through the Program. MMLIS will pay a portion of the fee it receives from the Plan to such investment adviser representatives. MMLIS may enter into arrangements with, and pay compensation to, third parties (“Solicitors”) who refer prospective clients to MMLIS. Where required by federal or state law, each arrangement will be governed by a written agreement between MMLIS and the Solicitor. Clients who are referred to MMLIS through a Solicitor will be provided with a separate statement disclosing the nature of the referral arrangement including compensation features, and any other document required to be provided under applicable law. The fees that MMLIS pays to Solicitors under these referral arrangements are not passed on to referred clients (i.e., the client is not charged any additional fees or expenses as a result of the referral arrangement) but depending on the circumstances, the existence of such referral arrangements may affect the amount of MMLIS overall fees. As previously described, IA Representatives are compensated with a portion of the fee. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA Representatives for their work associated with the Program and other offerings at MMLIS. The compensation schedule is set annually and is generally based on the amount earned by the IA Representatives during the prior calendar year. This creates an incentive for IA Representatives to recommend more investments this year to earn a higher portion of compensation the following year. Fees can also count towards rewards, recognition and trips provided by MMLIS and the IA Representative’s supervisor or other manager. MI1611_MMLPlanSol 1025 Page 13 of 17  When providing investment management services to Plan Sponsors of a participant-directed Plans, MMLIS can recommend or add a self-directed brokerage (“SDBA”) option to the plan’s investment lineup. IA Representatives and MMLIS can provide investment advisory and/or brokerage services for individual participant SDBA accounts. MMLIS and IA Representatives have a conflict to recommend or select SDBA options to Plan Sponsors and to plan participants as MMLIS and IA Representatives can receive an investment advisory fee for 3(21) or 3(38) services to the plan, fees for non-fiduciary services to the plan, as well as advisory, brokerage, or other fees for individual participant SDBA accounts. This creates a conflict and incentive for MMLIS to recommend SDBA options versus other investments available in the plan. In some cases, product issuers or sponsors provide our registered representatives (who may also be IA Representatives) with business entertainment, expense reimbursement for travel associated with educational or other business meetings, financial assistance in covering the cost of marketing expenses and sales events, and business courtesies, such as branded merchandise. We place reasonable limits on customary gifts and entertainment that our registered representatives may accept. However, the receipt of such gifts, entertainment or payment is a conflict of interest, as the registered representative may be more likely to recommend those products or services. MMLIS recently initiated a “Strategic Partnership” program in which the firm receives payments from record-keepers and other financial services companies. Participating record-keepers and other companies receive additional support from MMLIS, increased access to MMLIS representatives, and conference sponsorship opportunities. For the 2024 year, MMLIS received $20,000 from 17 strategic partners or approximately $340,000 in total in connection with the program. The Strategic Partnership program creates a conflict of interest and incentive for MMLIS and MMLIS representatives (including IA Representatives) to recommend, or select as a 3(38) manager, investments, products and services of record-keepers and other companies that participate in the program over products and services of companies that do not participate in the program. MMLIS also has a recruiting program for experienced IA Representatives that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA Representative joined MMLIS, provided the IA Representative remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA Representative meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, fees and asset levels for MMLIS advisory accounts, and fees for advisory and other services to retirement plans described in this Brochure. This recruiting loan program creates an incentive for participating IA Representatives to recommend services to retirement plan clients described in this Brochure over other services that do not qualify for asset and sales targets of the recruiting loan program. MMLIS offers a loan program that IA Representatives can participate in to obtain funding to purchase another IA Representative’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA Representatives to recommend clients transition assets to MMLIS. Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group or “WMBDG”) receive compensation from the Firm to provide sales support to IA Representatives. The Compensation for Investment Specialists and the WMBDG may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and WMBDG have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts, and MMLIS Financial Planning to IA Representatives and/or Clients over other products and services for which they do not receive compensation. MI1611_MMLPlanSol 1025 Page 14 of 17  ITEM 15 CUSTODY MMLIS does not have custody of client funds or securities in connection with the retirement plan consulting business described herein. MMLIS and the IA Representative will not handle funds or other property of the Plan within the meaning of Section 412 of ERISA. ITEM 16 INVESTMENT DISCRETION Except as noted below, MMLIS does not have discretionary authority to buy and sell securities on behalf of Plan clients under the Program. However, if the Plan Sponsor specifically elects in the Agreement that MMLIS and the IA Representatives shall provide investment advice with discretionary authority, the Plan grants discretion and decision- making authority to MMLIS and IA Representative for the limited purpose of adding, removing and/or replacing the plan-level investment options available as choices to plan participants. In that case, MMLIS and IA Representatives will have authority to provide trade instructions to the Plan provider to add, remove or replace the investment options available at the plan level, without prior consultation with, or approval from, the Plan Sponsor. Except as noted above, MMLIS does not have and does not accept any discretionary authority, responsibility or control with respect to the management or administration of Plans or the investment of their assets under the Program. In providing services under the Program, except as noted above, MMLIS acts only in a consulting or advisory capacity. Responsible Plan fiduciaries other than MMLIS and the IA Representative retain decision-making authority and responsibility and make all decisions with respect to all matters with respect to which MMLIS provides services under the Program. ITEM 17 VOTING CLIENT SECURITIES MMLIS does not provide advice or vote with respect to proxies or tender offers that are solicited for securities held by a Plan or provide advice or take any action with respect to any class action or other litigation involving Plan investments or service providers. ITEM 18 FINANCIAL INFORMATION This Item is not applicable to the MML Plan Solutions Program. MI1611_MMLPlanSol 1025 Page 15 of 17  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered representative, when he or she leaves MML Investors Services to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_MMLPlanSol 1025 Page 16 of 17  Important Privacy Choices MML Investors Services respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing represen- tative you may: • Call us at (855) 520-7715 You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_MMLPlanSol 1025 Page 17 of 17 

MMLIS Wealth Management Services SMA Select Program Wrap Fee Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This wrap fee program brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (“MMLIS” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (800) 542-6767 (options 1, 1). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and securities broker-dealer. Please note that registration does not imply a certain level of skill or training. MF1037 MI1611_WMS.SMA.Select 1025 Page 1 of 51  ITEM 2. MATERIAL CHANGES The following is a summary of certain material changes made to this Brochure since the previous annual update of this Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps. June 30, 2025 Update: Item 4 was updated to reflect that options are now available investments in SMA Select and that accounts investing in them will require margin and will be assessed an additional fee of 0.05%. Item 4 was also updated to disclose an additional fee of 0.05% for accounts investing in High-Volume Trading Models. Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. March 28, 2025 Update: Item 4 was updated to reflect the conflict of interest that an IA-Rep recommending the use of an SMA Manager, may use an SMA Manager with a low or no fee, in order to negotiate a higher IA-Rep Fee. Item 4 was also updated to disclose that: i) cash moved from Protected Cash into a money market security is no longer FDIC-protected, ii) that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, thus requiring the client to manage the account and iii) that the NFS paper document fee for statements and confirmations will increase from $10 to $20 annually in June 2025. Additionally, Item 4 was updated to disclose that clients must inform their IA-Rep if they have accounts that may be eligible for aggregation to qualify for breakpoints. Item 9 was updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 million in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. Item 9 was also updated to disclose the purchase of Envestnet’s parent company by an investment group including fund companies offered on the Envestnet platform. In addition, Item 9 was updated to describe the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. Item 9 was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangement. Lastly, Item 9 was updated to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_WMS.SMA.Select 1025 Page 2 of 51  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. SERVICES, FEES AND COMPENSATION 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 22 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 23 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 24 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 25 ITEM 9. ADDITIONAL INFORMATION 25 IMPORTANT NOTICES TO CLIENTS 50 MI1611_WMS.SMA.Select 1025 Page 3 of 51  ITEM 4. SERVICES, FEES AND COMPENSATION MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. Overview of the Advisory Services Offered by the Firm This Brochure provides you with information about the Separately Managed Account Select Program (the “SMA Select Program” or “Program”) available through the Firm. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or an investment adviser representative of the Firm (“IA-Rep”) to receive a similar disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.sec.gov/. Some of these other investment advisory programs have different fee structures and lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can offer certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, and what investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. Overview of the SMA Select Program The SMA Select Program provides clients with access to various separately managed accounts (“SMAs”) managed by independent third-party money managers (or MMLIS if selected as SMA Manager) (“SMA Managers”) consisting of equity securities, fixed income securities and/or options. Clients select one SMA. MMLIS is the primary adviser for the Program. Envestnet Asset Management, Inc. (“Envestnet”) provides the services described herein in the capacity of a sub- adviser. MMLIS also utilizes the technology platform and research services provided by Envestnet Portfolio Solutions, Inc. IA-Reps do not have discretion. In order to effectuate trades under the Program, the client will establish a brokerage account through the Firm with National Financial Services (“NFS” or “Custodian”). NFS will act as clearing firm and custodian for client’s assets under the Program. Trading activity for securities in connection with the Program will generally be cleared through the brokerage account and the client’s Program assets will be held in the brokerage account. Prior to May 1, 2023, clients could select more than one SMA. If a client selected more than one SMA Manager (or an Executing SMA Manager (as defined below under “Other Services – Envestnet Services”) prior to May 1, 2023), the client established a brokerage account for each SMA Manager (each, a “Separate Account”) and a separate brokerage account (a “Funding Account”) used solely for funding the Separate Accounts. For these clients, trading activity for securities in connection with the Program will generally be cleared through the Separate Account(s) and the client’s Program assets will be held in the Separate Accounts. The Firm will communicate with clients about the accounts they need to open in connection with the Program. MI1611_WMS.SMA.Select 1025 Page 4 of 51  Customized SMA Managers The SMA Select program includes SMAs managed by “Customized SMA” Managers which provide customized portfolio management for each client based on the client’s individual needs and investment objectives. If you open an account in the SMA Select program and select an SMA managed by a Customized SMA Manager, certain Customized SMA Managers require that you complete an investment profile questionnaire provided by the Customized SMA Manager. The investment profile questionnaire will generate an investment objective that will be used by the Customized SMA Managers to establish an appropriate investment allocation and manage your Account. Please refer to the Customized SMA Manager’s applicable Form ADV brochure for more information regarding the investment model selected for your Account. Additional Information for MMLIS SMA Models The program includes customized SMA Models created and managed by MMLIS home office investment personnel, which are customized for each client based on individual needs and investment objectives. If a MMLIS SMA Model is selected for client’s Account, a portion of the Client Fee (“Investment Management Fee” described further below under Item 4) is paid to MMLIS for investment management services. MMLIS therefore receives a higher portion of the Client Fee if Client selects a MMLIS SMA Model than if client selects a non-MMLIS SMA Manager available in the Program or in other MMLIS advisory programs. As a result, MMLIS and its IA-Reps have a conflict of interest and incentive to recommend SMA Models managed by MMLIS over Models managed by non- MMLIS SMA Managers or other MMLIS advisory programs or models where MMLIS does not receive a portion of the Investment Management Fee. The Firm attempts to mitigate this conflict of interest through its compensation structure, as MMLIS IA-Reps recommending MMLIS SMA Models in the Program do not receive any more or less compensation for recommending a MMLIS SMA Model for Client’s Account over non-MMLIS SMA Managers or unaffiliated money managers available in other MMLIS advisory programs. The Program may be appropriate for those clients seeking ongoing investment advice from an IA-Rep or the Firm (as applicable). This Program is not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial professional, or who are not looking for ongoing investment advice. Clients should understand that where MMLIS expressly agrees to act as an adviser, as it does under the Program, the IA-Rep’s primary role is to provide advice. Where MMLIS acts solely as a broker, its primary role is to execute trades based on client instruction. MMLIS’s obligations are different when it acts as adviser and when it acts as broker. Clients should refer to the Firm’s Form CRS for additional information regarding the differences between advisory and brokerage relationships and discuss further with their IA-Rep, as appropriate. Clients should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as, account monitoring and investment advice). Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets under the Program by requesting them through the Statement of Investment Selection (“SIS”). See Item 7 below for additional information about investment restrictions. In limited circumstances, the Firm will treat certain assets in client’s Account as “Unsupervised Assets.” Unsupervised Assets are excluded from the Account’s asset allocation, performance reports, and the calculation of Client’s advisory fees and are not monitored for purposes of the asset allocation and concentration parameters. Unsupervised Assets are excluded from Program account minimums. Unsupervised Assets can be assets that are ineligible for the Program that the Firm is permitting a client to hold in Client’s Account, or a client may designate a security as an Unsupervised Asset. Once a security has been designated as an Unsupervised Asset, all of client’s holdings in that particular security or cash investment style position will be designated as an Unsupervised Asset. Because Unsupervised Assets are not included in the calculation of advisory fees, the Firm and IA-Reps have an incentive to recommend to clients that they (and for IA-Reps to use their discretion to) sell Unsupervised Assets and invest the assets in securities that are included in the calculation of advisory fees. Assets that qualify for Fee Forgiveness (as defined below) may not be designated as Unsupervised Assets. As of December 1, 2024, other than cash alternatives (money market funds, certificates of deposit, and treasury bills) that have been designated as Unsupervised Assets, IA-Reps do not have discretion over Unsupervised Assets and may not introduce Unsupervised Assets into the asset allocation for an Account or sell an Unsupervised Asset without a client’s MI1611_WMS.SMA.Select 1025 Page 5 of 51  prior approval. IA-Reps will have discretion over cash alternatives that have been designated as Unsupervised Assets and may incorporate these assets into the asset allocation for the Account or sell such assets without a client’s prior approval. Once Unsupervised Assets are incorporated into the asset allocation for an account, they are no longer considered Unsupervised Assets and are included in the calculation of advisory fees and account monitoring. SMAs Available for Accounts Opened after April 30, 2023 Beginning May 1, 2023, the SMAs that will be available to new accounts are (i) the SMAs managed by Customized SMA Managers, Executing SMA Managers, and MMLIS home office investment personnel, and (ii) other SMAs that are not eligible to be offered in the UMA Select Premier Program, another advisory program offered by MMLIS. Please talk to your IA-Rep if you would like additional information about the SMAs that were previously available to new accounts (“UMA Eligible SMAs”). Accounts opened prior to May 1, 2023 can remain invested in the UMA Eligible SMAs, but the UMA Eligible SMAs are not otherwise available for investment unless MMLIS makes an exception. Account Opening Process The IA-Rep will help determine whether the Program is appropriate for the client. The IA-Rep will provide the client account opening documents, disclosures and other documents necessary for the client to make an informed decision about participation in the Program. If the client determines that the Program is appropriate given the client’s needs, the IA-Rep will obtain information about the client’s present investment objectives, risk tolerance and time horizon to determine a risk profile scoring (an “Investment Objective”) for client’s account (“Account”), and generate an Investment Strategy Proposal (“ISP”) and Statement of Investment Selection (“SIS”). The ISP and SIS contain (i) a recommended asset allocation model (“Suggested Allocation”) that corresponds to the Investment Objective for the Account, (ii) recommended SMA(s), and (iii) a recommendation for how client’s assets should be allocated among the recommended SMA(s) within the Suggested Allocation. The IA-Rep will then review the information in the SIS and ISP with the client. The client is ultimately responsible for determining whether to participate in the Program, accept or reject the Suggested Allocation and recommended SMAs, and accept and sign, or reject, the ISP and SIS. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions (“Program Agreement”), a separate agreement that governs the relationship among the client and MMLIS and sets forth the parties’ responsibilities and obligations with respect to the client’s Account. The IA-Rep also assists the client in completing any other documents required to open an account with the Firm, including any documents related to the brokerage services provided by MMLIS in connection with a client’s participation in a Program (“Brokerage Agreement”), accepts any inquiry from the client about the Program, coordinates the provision of responses to the client, and provides all Account opening documents, disclosures and other necessary documents. Program accounts investing in options will require a margin feature on the account. In addition to this Brochure, you will receive from your IA-Rep Envestnet’s Form ADV Disclosure Brochure (“Envestnet Brochure”). You should carefully review this Brochure, the Envestnet Brochure, and a Form ADV Disclosure Brochure for each selected SMA Manager, since they outline important information about the Firm’s, Envestnet’s and the SMA Manager’s roles and responsibilities. You should also review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement and that of any individuals from MMLIS WMIT if their offering is included in your Portfolio, which you should also review. Information about ESG Your IA-Rep may consider ESG-related information (information that relates to environmental, social and governance practices, rankings and/or scores) when recommending investments for your account. MI1611_WMS.SMA.Select 1025 Page 6 of 51  The consideration of ESG-related information in the construction of your portfolio is not a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments in your portfolio will be met. Neither MMLIS nor your IA-Rep will manage or monitor your account on an ongoing basis from an ESG- related perspective. While certain holdings in the portfolio may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. The investment objective identified for your account is the primary guiding factor for how your account will be managed. In addition, where your portfolio (or a portion of your portfolio) is invested in a separately managed account with an explicit ESG-related objective, the manager of the separately managed account (not MMLIS) is responsible for managing your account (or portion of your account) according to the ESG-related objective. You should be aware that screening and selecting strategies and investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that a portfolio that was constructed with the consideration of ESG- related goals may generate lower financial returns than a portfolio that was not constructed with the consideration of ESG factors. SMAs that incorporate ESG factors into the investment process may limit their exposure to certain types of investments. As a result, an investment in an ESG-focused SMA may be less diversified relative to SMAs with similar strategies that do not have an ESG focus. Any ESG-related information that may be considered by MMLIS and your-IA-Rep when recommending investments is either provided by a third party or based on third-party research. ESG data is qualitative and subjective by nature, may evolve over time, may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate, and may not reflect the beliefs of some investors. It’s important to understand providers of ESG ratings will have differing recommendations, opinions, methodologies, scope and coverage. Neither MMLIS nor your IA-Rep has verified any ESG-related information provided by third parties. Advisory Services Under SMA Select Other than MMLIS SMA Models, MMLIS selects the SMAs for inclusion in SMA Select from the SMAs made available by Envestnet and from the universe of SMAs that meet Envestnet’s screening criteria. MMLIS may also select SMAs that meet certain criteria deemed appropriate by the MMLIS due diligence department, including offerings by Customized SMA Managers which are customized for each client based on individual needs and investment objectives. The SMA Select Program also has an accommodation option, pursuant to which a client may be allowed to select an SMA that has not satisfied this screening criteria. Not all of the accommodation SMAs will be available to all Clients. Under this Program and pursuant to the Program Agreement, clients provide Envestnet and MMLIS discretionary authority to select and remove SMAs on their behalf as described therein. Please refer to Item 6 for additional information regarding Envestnet and MMLIS’ due diligence process and selection of eligible SMAs for inclusion in this Program. SMA Managers are responsible for managing client assets in the Program. Each SMA Manager will manage the assets allocated to it in accordance with the SMA set out in the ISP and SIS. SMA Managers will also observe any reasonable investment restrictions requested by the client, provided such restrictions are deemed reasonable by Envestnet and the SMA Manager. See Item 7 below for additional information about investment restrictions. Clients generally do not receive reports directly from, or communicate with, SMA Managers, but clients may make inquiries of them directly through the Firm who will forward such inquiries to the SMA Manager through Envestnet. Please refer to the Envestnet Brochure and each applicable SMA Manager Brochure for additional information on Envestnet and each SMA Manager. Depending on the client’s Investment Objective and the SMA(s) selected, eligible securities that can be purchased in client’s Account may include, but are not limited to, equity securities, fixed income securities, cash or cash equivalent, short-term investment vehicles, money market funds, mutual funds, exchange-traded funds, and other financial instruments, as described in each applicable SMA Manager Brochure. Subject to client’s SIS and any investment restrictions imposed by the client, each SMA Manager will have complete and unlimited discretionary trading authorization with respect to client’s assets in the applicable Separate Account. Generally, all trades will be executed through the Firm and cleared with the Custodian by Envestnet or SMA Managers. MMLIS has an ongoing responsibility to advise clients regarding the appropriateness of each SMA and SMA Manager selected by the client in light of client’s MI1611_WMS.SMA.Select 1025 Page 7 of 51  objectives, assets, risk tolerance and investment experience as disclosed by the client to MMLIS. Except for the selection of the sweep investment options described below in its capacity as broker-dealer, the Firm (including the IA-Reps) will not make any individual security recommendations on behalf of clients. IA-Reps may initiate tax harvesting transactions in certain client Accounts. Clients should discuss any tax harvesting needs with their IA-Rep and consult with their qualified independent tax advisor. MMLIS does not guarantee that any Client’s specific tax objectives will be accomplished. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowl- edgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. For a description of the ongoing services that the Firm provides under this Program, please see Item 9 of this Brochure. Portfolio Construction and Monitoring Client’s Account will be assigned one of five investment objective classifications (“Investment Objective”) based on client’s risk tolerance, time horizon and investment objectives. Each Investment Objective category has a different maximum equity allocation limit and no minimum equity allocation requirement. The equity exposure of a client’s Account can decrease significantly and still be consistent with the Investment Objective assigned to that Account. The amount of equity in client’s Account can exceed the target maximum equity for the Investment Objective assigned to the Account so long as the Account does not exceed a maximum equity percentage. If client’s Account is identified as exceeding the pre-established equity threshold, MMLIS will evaluate client’s Account on an individual basis to determine if action is required. Envestnet will monitor and designate a risk score for each SMA based on instruction from MMLIS, which will determine which SMAs are assigned to each Investment Objective. MMLIS, in its discretion, may modify the assumptions underlying its risk methodologies which could result in changes to the risk scores associated with particular SMAs. In such an instance, the SMAs held by an Account may fall outside of the Investment Objective identified on the client’s SIS. Any modification to risk scoring classification may trigger the need for client to make modifications to the SMAs in client’s Account or to the Investment Objective assigned to client’s Account. Modifications to the SMAs in client’s Account may result in tax implications. Please refer to Item 6 for additional information on how SMAs and SMA Managers are selected for inclusion in the Program. In addition, Envestnet and MMLIS each serve as an SMA Manager available under the Program. In its role as an SMA Manager, Envestnet or MMLIS may, in its discretion, remove a stock, bond, mutual fund, ETF or other investment underlying an SMA from an SMA that it manages, if such asset fails to meet its screening and monitoring criteria and replace it with another investment, as applicable. Envestnet and MMLIS do not employ the same diligence procedures in making the determination, respectively, to act as an SMA Manager under the Program. Further, Envestnet and MMLIS each has a financial incentive to include itself as an SMA Manager under the Program, as it will receive additional compensation in the form of the Investment Management Fee if it is selected as an SMA Manager. Such fees are included in the client’s Client Fee (as defined below). If client selects a Quantitative Tax Managed SMA, Envestnet will provide the tax management services and will receive a portion of the SMA Manager fee. Please refer to Item 6 and the Envestnet Brochure for additional information. Please also refer to Item 9 for additional disclosure regarding the conflicts of interest associated with Envestnet and MMLIS serving as an SMA Manager available within the Program. SMAs managed by MI1611_WMS.SMA.Select 1025 Page 8 of 51  Envestnet will not be available to new accounts opened after April 30, 2023. Please talk to your IA-Rep if you would like additional information about SMAs managed by Envestnet. Each Separate Account will have a portion of the assets maintained in cash in order to, among other things, pay the client’s fees. As described herein, MMLIS provides “cash sweep” programs where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected investment option each business day. The Firm, in its capacity as broker-dealer, selects the sweep investment option for client’s account. Please see “Additional Information” below for additional information about the MMLIS Sweep Program. Other Services Envestnet Services: Envestnet is responsible for conducting due diligence and ongoing monitoring of the eligible SMAs for use in the Program, as discussed further in Item 6. Envestnet does not conduct due diligence on MMLIS SMA Models. In many instances, Envestnet will provide MMLIS with research or performance information relating to a particular SMA. MMLIS reviews the research and performance information for investment monitoring and ongoing due diligence purposes only. For historic information on performance other than for Envestnet’s proprietary SMAs, Envestnet receives performance data from third-party SMA Managers and/or other sources, such as reporting service providers, but does not independently verify such performance information. In addition, Envestnet is responsible for creating and maintaining the system that generates, among other things, the ISP and SIS used by the Firm and IA-Reps to advise clients. For certain of the SMA Managers, Envestnet is responsible for performing administrative and/or trading duties at the direction of the SMA Manager via a licensing agreement between Envestnet and each such SMA Manager. An SMA Manager is considered an “Executing SMA Manager” if it implements its investment decisions directly. Please refer to the Envestnet Brochure for additional information. MMLIS is an Executing SMA Manager for MMLIS SMA Models in the Program. NFS Services: MMLIS, in its capacity as a registered broker-dealer, also acts as introducing broker for all transactions in Accounts. In order to effectuate trades under the Program, clients must establish a brokerage account through the Firm with NFS, which will act as clearing firm and custodian for clients’ assets under the Program. Accordingly, it is expected that trading activity in connection with the Program will be effected through the Firm and cleared by NFS. However, if Envestnet (or an Executing SMA Manager, where applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including but not limited to net price, a broker other than NFS can be used for execution. In such instances, clients will be subject to fees and charges associated with the transaction that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. NFS will act in its capacity as a clearing firm and perform centralized cashiering, bookkeeping and execution, clearing and settlement functions for all Accounts in the Program. NFS will handle the delivery and receipt of securities purchased or sold in clients’ brokerage accounts, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. NFS will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and, if requested, written confirmations of trades executed through clients’ brokerage accounts. Clients should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. SMA Managers Services: Each third-party SMA Manager actively manages the SMA and instructs Envestnet as to the transactions to be placed in client’s Account in accordance with each selected SMA. In the case of Executing SMA Managers, however, the Executing MI1611_WMS.SMA.Select 1025 Page 9 of 51  SMA Manager executes all orders underlying a selected SMA. MMLIS acts as an Executing SMA Manager for MMLIS SMA Models. In the Program Agreement, you authorize each SMA Manager selected for your Account (including MMLIS if selected as SMA Manager) to exercise discretion by either (1) selecting the securities to be held by an SMA, delivering such SMA to Envestnet, which Envestnet will implement, and managing the SMA on an ongoing basis by directing Envestnet to buy or sell securities for the Model, or (2) in the case of an Executing SMA Manager, implementing the investment decisions underlying an SMA directly in your Account. Please see each SMA Manager’s Brochure (including the Envestnet Brochure) for additional information. Certain of the SMA Managers will participate in the Firm’s Conference Partner or Strategic Partner Programs. Please see Item 9 of this Brochure for more information about these programs, including any associated conflicts. Additional Information MMLIS Sweep Program MMLIS provides “cash sweep” programs (each, a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as the other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the SMA Select Program, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the SMA Select Program, all non- retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal MI1611_WMS.SMA.Select 1025 Page 10 of 51  Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the SMA Select program, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the SMA MI1611_WMS.SMA.Select 1025 Page 11 of 51  Select Program. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. Mutual Funds SMA Managers will occasionally include mutual funds in an SMA. Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other share classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available to MMLIS for the Program. In addition, only the mutual fund shares classes that are available on NFS’ platform are available in the Program. MMLIS will from time-to-time request that NFS add certain lower cost mutual fund share classes to its platform, as they are made available by particular mutual funds, if not already available on the platform. While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. The mutual funds and mutual fund share classes that are included in the SMAs are selected by the SMA Managers, not MMLIS or the IA-Reps. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. However, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Clients should contact their IA-Rep for more information about share classes and share class eligibility. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’s NTF or iNTF programs (no transaction fee) or TF (transaction fee) program, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’ platform, and one share class of a mutual fund can be part of a program (the NTF program, for example) while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s Account is invested in certain mutual funds, as NFS shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the Program that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. Mutual fund share classes that are part of NFS’s NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the Program regardless of whether the MI1611_WMS.SMA.Select 1025 Page 12 of 51  share classes are in NFS’s NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS. Specifically, MMLIS has an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if the mutual fund share classes that are part of NFS’s NTF program are more expensive for clients. MMLIS has a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s Account for any revenue share payments MMLIS receives in connection with client’s Account. These conflicts are mitigated in several ways. IA-Reps do not receive any of the revenue share payments that NFS pays to MMLIS, and IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes are held in a client’s Account. Furthermore, the mutual funds and mutual fund share classes that are included in the SMAs are selected by the SMA Managers, not MMLIS or the IA-Reps. MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in accounts in the Program, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS. MMLIS has an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS also has an incentive to maintain client assets in the Program in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with NFS (including the Program) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s Account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such Account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s Account. These conflicts are mitigated in several ways. IA-Reps do not receive any benefit if MMLIS pays lower fees to NFS and IA-Reps do not receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. In addition, the mutual funds and mutual fund share classes that are included in the SMAs are selected by the SMA Managers, not MMLIS or the IA-Reps. With respect to cash and cash alternatives, each SMA is designed by the SMA Manager to maintain a target cash allocation. Securities Backed Lending Programs The Firm contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their Account as collateral and must enter into an SBL agreement directly with the financial institution providing the SBL (the “Loan Provider”). Client should fully understand the following before using assets in an Account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program, but that may not always be the best solution for the client. MI1611_WMS.SMA.Select 1025 Page 13 of 51  • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The Firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative NPL provider, maintain loan balances for longer periods of time and increase the draw down amount of a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. • The client will not be permitted to withdraw any of the assets in the Account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the Client Fee and other fees charged to the client’s Account for services provided under the Program. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the Account to meet the SBL requirements. • The Loan Provider can sell (or direct the Firm to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an Account are liquidated or sold to meet a call. Forced liquidation of assets in an Account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the Account and the ability of the Firm to manage the Account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither the Firm nor the Firm’s IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an Account to meet an SBL demand or call. • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 9 – “Additional Compensation Related to Advisory Activities and Referral Arrangements” for information about the Conference Partner Program and associated conflicts of interest. Cash Management Features MMLIS makes available three cash management features for client Accounts: Dollar-Cost Averaging (DCA), Protected Cash and Pending Distribution. If you or your IA-Rep designate cash in your Account to one of these features, such amount will be removed from your Account’s asset allocation. Any amounts designated to DCA or Protected Cash will be charged a negotiable annual fee ranging from 0.06% to 0.36%. Any amounts designated to Pending Distribution will be charged the standard Client Fee. DCA is an investment technique in which a fixed dollar amount will be invested into your Account’s asset allocation on a periodic schedule. The Protected Cash feature may be used to remove an amount from your Account’s allocation and hold such amount as cash for a certain period of time. The Pending Distribution feature is generally used to set aside cash for expected withdrawals. Any amounts designated as DCA, Protected Cash or Pending Distribution will utilize the designated sweep option for your account’s Program. Since MMLIS earns revenue on sweep options, MMLIS and your IA-Rep have a conflict of interest to recommend use of the DCA, Protected Cash and Pending Distribution features. Please refer to the section titled “MMLIS Sweep Program” for more information regarding conflicts of interest associated with the designated sweep option for your account. MI1611_WMS.SMA.Select 1025 Page 14 of 51  If client assets have been held in Protected Cash for a prolonged period (as determined by the Firm), the Firm will have the ability to purchase a money market security with such assets and the money market security will be held as an Unsupervised Asset. Cash that has been moved from Protected Cash to a money market security is no longer FDIC-protected. If a client wishes to hold more assets in their Account in cash or cash alternatives investments than is consistent with the Account’s concentration parameters, clients can request for these assets to be designated as Unsupervised Assets. Since cash and cash alternatives are not included in the calculation of the fee MMLIS pays to NFS, MMLIS and IA-Reps have an incentive to recommend use of the DCA, Protected Cash and Pending Distribution features and to recommend that clients designate (or use their discretion to designate) assets held in cash or cash alternatives as Unsupervised Assets. Please refer to the section above in this Item 4 entitled “MMLIS Fee to NFS” for additional information about this conflict of interest. Please also refer to the section below in this Item 4 entitled “Fees and Charges – Overview” for information about the Execution, Clearing and Custody Fee and conflicts related to the difference between the amount of this fee and the amount of the fee that MMLIS pays to NFS. Please note the Dollar-Cost Averaging and Protected Cash features are not available for SMAs managed by Executing SMA Managers. Fees and Charges Overview Clients will pay an annual fee to MMLIS, the “Client Fee,” for the services provided under the Program. The services include the brokerage and advisory services provided by the Firm and the IA-Rep, the technology related services provided by Envestnet, the advisory related services provided by Envestnet, the advisory services provided by any SMA Managers, the brokerage services involved in purchasing and selling the securities in a client’s Account, and the custodial and clearing services provided by NFS. The Client Fee will be paid in advance, on a monthly basis. The Client Fee includes an Execution, Clearing and Custody Fee of 0.06%, a negotiable Advisory Fee up to a maximum of 1.54%, and any applicable fees to SMA Managers. Accounts containing options will incur an additional fee of 0.05%, within the maximum advisory fee of 1.54%. The Execution, Clearing and Custody Fee and the Advisory Fee are assets against all assets that are invested in a client’s Account (other than Unsupervised Assets), including any portion of the assets maintained in cash or other short-term investments. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS receives from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. IA-Reps do not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Program) over other advisory programs and to recommend that you increase your investment in your advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives, that are excluded from the calculation of certain fees MMLIS pays to NFS. The Advisory Fee can include breakpoints in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). Information about the Client Fee and the breakpoint schedule for a specific client is provided in the SIS. IA-Reps have an incentive MI1611_WMS.SMA.Select 1025 Page 15 of 51  not to include breakpoints in the Advisory Fee as the rate of the Advisory Fee will decrease as the assets in a client’s Account increase. The Advisory Fee is paid to MMLIS. MMLIS will pay a portion of the Advisory Fee to the IA-Rep after application of the compensation schedule and Administrative Assessment described below under “Additional Information about the Advisory Fee.” Assets that have been designated to the DCA or Protected Cash features will have a different fee schedule, as described above in “Cash Management Features.” SMA Manager Fees Each SMA Manager (including MMLIS, if a MMLIS SMA Model is selected) charges an investment management fee for the cost of managing an SMA within the account. The fee applicable to each SMA Manager is assessed on the overall percentage of assets managed by the SMA Manager within the account. A portion of this investment management fee also includes additional compensation retained by Envestnet for providing support to the SMA Manager and/or for the trading of SMAs. For MMLIS SMA Models, Envestnet does not retain a portion of the investment management fee. The range of the Investment Management Fee for SMA Models available to new accounts in the Program is 0.05% to 0.72%. The minimum Investment Management Fee for certain SMAs no longer available to new accounts is 0.02%. As disclosed earlier, the Client Fee includes a negotiable Advisory Fee up to a maximum of 1.54%, When a client uses an SMA Manager to manage a model in the Account, the investment management fee can negatively impact the amount that the IA-Rep is able to negotiate as an Advisory Fee. The investment management fee may be waived or negotiated in certain instances. The differences in investment management fees for SMA Managers, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend SMA Managers with lower, or no fees, if the IA-Rep believes a lower investment management fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a SMA Manager or to recommend Programs with no SMA Managers, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. As described in this Brochure, there are additional services and account features that can be added to your account, some of which will increase the fees charged to your account (such as tax management services, and portfolio consulting services), and some of which may increase or decrease the fees charged to your account depending on your Account’s Advisory Fee (such as DCA or Protected Cash). These fees create a conflict of interest as they provide a financial incentive for an IA-Rep to refrain from recommending or selecting these services and account features for a Client’s Account if the IA-Rep believes the presence of these fees will prevent the IA-Rep from negotiating a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. Please see each applicable SMA Manager Brochure (and the Envestnet Brochure, if Envestnet is selected as an SMA Manager) for additional information about the fees charged by such SMA Manager, including whether any breakpoints apply. Please also see the Envestnet Brochure for more information about the additional fees collected by Envestnet. Other Information about the Client Fee Clients may purchase the same or similar securities without paying the Client Fee or may pay less than the Client Fee if such securities were purchased outside of the Program. Thus, in some cases, it may be more cost efficient for clients to purchase securities outside of the Program. However, clients will not receive the services provided under the selected Program if they choose to do so. The Client Fee a client pays may be higher than those charged by the Firm for other advisory programs offered through the Firm, or higher than those charged by other sponsors of comparable programs. MI1611_WMS.SMA.Select 1025 Page 16 of 51  Fees charged for similar services often vary by office and by IA-Rep. Certain IA-Reps provide comparable services for fees that are different from those charged by other IA-Reps, and some IA-Reps charge higher fees than other IA-Reps for similar services. The Firm reserves the right to reduce the Client Fee for employees, associated persons, agents, or independent contractors of the Firm or its affiliates and their immediate family members or for any other person for any other reason at its discretion. The Client Fee will be calculated in accordance with the Program Agreement. The Custodian is responsible for deducting the Client Fee from client’s Account in accordance with the Program Agreement. The mutual funds in the Program are “no load” or “load” waived mutual funds, meaning the sales charges typically associated with mutual funds will not be charged to clients. Additional information about the Client Fee and breakpoint schedule applicable to Client’s Account is included in the Client’s SIS. Fees associated with the Program are assessed on all assets in the client’s Account (other than Unsupervised Assets) including any assets maintained in money market funds, cash or cash alternatives. The Client Fee creates an incentive for MMLIS and IA-Reps to recommend the Program over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS and, because the amount of the Client Fee increases as the amount of assets in the account increases, to recommend larger investments in the Program. This incentive applies to both the initial recommendation to open an account in the Program and recommendations to make subsequent contributions to such account. Third-Party Advisory Programs are advisory programs for which a client enters into an investment advisory agreement with an investment adviser other than MMLIS and a broker-dealer other than MMLIS acts as the introducing broker-dealer. Breakpoints and Account Aggregation When negotiating client account fees, IA-Reps may consider the amount of assets an IA-Rep manages for a client (or group of clients) across one or multiple accounts. An IA-Rep can include breakpoints in the Advisory Fee in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). In connection with negotiating client account fees, a client can request that the IA-Rep “household” or combine multiple eligible client accounts together for purposes of calculating the Advisory Fee. Fee householding can result in lower overall fees if the aggregate household value is high enough to qualify for lower fee breakpoints. It is the client’s responsibility to inform their IA-Rep about accounts that could be aggregated for purposes of calculating the Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client account in the client’s “household” for any reason, at any time, in their sole discretion. Special tax rules apply to qualified retirement accounts that limit the ability to include their assets in a “household” for purposes of lowering Advisory Fees. Clients should consult with their tax advisor as improper aggregation can result in tax penalties for a client. Clients should review their accounts and inform their IA- Reps or MMLIS if a client believes their retirement account is being improperly aggregated. IA-Reps have an incentive not to include breakpoints in the Advisory Fee (or to group household accounts for purposes of calculating the Advisory Fee) as the rate of the Advisory Fee will decrease as the assets in a client’s Account (or household accounts) increase. IA-Reps have different practices for negotiating client account fees and there is no guarantee that the fee schedule for your account will include breakpoints or that your account will be aggregated with other accounts for the purpose of calculating the Advisory Fee for your account. Moreover, the Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Advisory Fee will vary among IA- Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. MI1611_WMS.SMA.Select 1025 Page 17 of 51  Additional Client Fees Each client Account is subject to an annual fee of $20, which is charged at the end of June, unless the Account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 9 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client Accounts are subject to the following brokerage account termination fees (the “Termination Fees”): • Retirement Accounts - $125 • All Other Accounts (if transferred to a different firm) - $50 Termination Fees are deducted from the Account at termination. The Client Fee does not include Termination Fees. Accounts opening as of August 1, 2025, that contain models conducting over 1,500 trades per year (“High-Volume Trading Models”) will incur an additional charge of up to 0.05% to cover excess trading costs assessed by NFS. Accounts opened prior to August 1, 2025 that contain High-Volume Trading Models will not incur the additional fee. An open account that adds a High-Volume Trading Model after August 1, 2025, will be assessed the fee. The fee will only be assessed on the account balance invested in the High-Volume Trading Model. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. If NFS charges a recurring annual fee for any Unsupervised Assets in Accounts within the Program (such as alternative investments), these fees will be paid by the client and are in addition to the Client Fee. Clients will sign a separate agreement with NFS describing these fees if such investments are going to be included in the Account. Additional Information about the Advisory Fee As previously described, IA-Reps are compensated with a portion of the Advisory Fee. The final net compensation received by the IA-Rep is subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Program and other offerings at MMLIS. The compensation schedule varies monthly based on the IA-Rep’s earnings in the previous twelve months. The compensation schedule is also impacted by the total amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker- dealer and are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company), (“Trust Accounts”). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Programs) and Trust Accounts. It also creates an incentive for IA-Reps to favor proprietary advisory programs over other advisory programs. Finally, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. MI1611_WMS.SMA.Select 1025 Page 18 of 51  The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MMLIS incurs various administrative costs associated with offering the Programs. MMLIS keeps and utilizes a portion of the Advisory Fee (an “Administrative Assessment”) to pay for such administrative costs. MMLIS utilizes a fee schedule to determine the amount of the Administrative Assessment and the amount of the Advisory Fee that will be paid to the IA-Rep. The Firm has an incentive program where MMLIS will pay an IA-Rep a larger portion of the Advisory Fee and keep less of the Advisory Fee to cover its administrative costs based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB. The IA-Rep is not entitled to any portion of the Advisory Fee other than that portion determined by MMLIS in its sole discretion after application of the compensation schedule and Administrative Assessment. These incentive programs create a conflict of interest and an incentive for IA-Reps to recommend these proprietary advisory programs (including the Program) to clients over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in the Program and to make subsequent contributions to such Account. In addition, if an IA- Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, these incentive programs do not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, pursuant to this incentive program, certain IA-Reps are paid almost all of the Advisory Fee. MMLIS does not utilize an Administrative Assessment for the products and services it offers other than for the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS. The Administrative Assessment creates an incentive for MMLIS to recommend these advisory programs (including the Program) to clients over third-party advisory programs and other types of accounts or services offered by MMLIS. Other Fees and Expenses The Client Fee does not include certain other fees and charges such as any fees imposed by the SEC, fees resulting from any special requests client may have, fees or commissions for securities transactions (including without limitation dealer mark-ups or mark-downs) that are not executed through MMLIS and cleared by the Custodian, or costs associated with temporary investment of client funds in a money market account. In addition, when applicable, NFS charges additional miscellaneous fees (including, but not limited to, ACAT fees, international trading, international taxes and custody fees). Fees will not be charged on the basis of a share of capital gains or capital appreciation of a client’s funds, or any portion of a client’s funds. Other costs that are charged to the client, when applicable, and that are not part of the Client Fee include spreads paid to market-makers, exchange fees, and other fees and charges customary to securities brokerage accounts. The Client Fee also does not include the internal management, operating or distribution fees or expenses imposed or incurred by a mutual fund or ETF held in a client’ Account. If a client’s assets are invested in any mutual funds, ETFs, or pooled investment vehicles, in addition to the Client Fee, client will incur the internal management and operating fees and expenses, which may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client’s assets) and other fees and expenses that may be assessed by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Further information regarding charges and fees assessed are discussed in the appropriate prospectus, annual MI1611_WMS.SMA.Select 1025 Page 19 of 51  report and/or custodial agreement applicable to the corresponding investment vehicle (“Disclosure Documents”). Clients should review the Disclosure Documents of the mutual funds and ETFs held in their account. As indicated above, the Firm also serves as the broker-dealer for client Accounts under the Program. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. This compensation to the Firm from such mutual funds is in addition to the advisory and other fees the Firm receives under the Program. This compensation creates a financial incentive for the Firm to recommend for clients to invest in mutual funds that pay 12b-1 fees. This conflict is mitigated because the SMA Managers (and not MMLIS or the IA-Reps) select the mutual funds or mutual fund share classes for the SMAs. In addition, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Further information regarding these fees and other charges assessed by mutual funds may be found in the applicable mutual fund prospectus. In order to effectuate trades under the Program, clients need to establish a brokerage account through the Firm with the Custodian, which will act as clearing firm and custodian for clients’ assets under the Program. Accordingly, it is expected that Envestnet and each applicable Executing SMA Manager will place transactions for the purchase and/or sale of securities and other investments for client’s Accounts through MMLIS and cleared by the Custodian. However, if Envestnet or an Executing SMA Manager or MMLIS, as applicable, reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including the net price, a broker other than the Custodian can be used for execution. In such instances, clients will be subject to transaction costs and fees that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. Please see the Envestnet Brochure for information on how trades are sent or directed to the Custodian or other broker-dealers. Clients should also review MMLIS’ Step-Out Trading Disclosure which includes additional information and a list of the SMA Managers that engage in step-out trading (available at https://compass.massmutual.com/api/public/assets/file/blt1880b584f0844a72. When possible, Envestnet may aggregate transactions from different client accounts to improve the quality of the execution. When transactions are aggregated, the actual prices applicable to the aggregated transaction will be averaged, and the account will be deemed to have purchased and sold its proportionate share of the securities involved at the average price obtained. When trades are not aggregated, clients will not benefit from lower transaction per share costs that often occur as the result of aggregating trades. Trustees may also charge retirement accounts subject to Title 1 of ERISA (ERISA Accounts) additional fees. Payment of Fees and Expenses Upon acceptance of the ”Brokerage Agreement, the Program Agreement and the Account being funded at the “Required Account Opening Amount,” which is the greater of (i) an amount at or above the Program minimum, unless waived by the Firm, or (ii) an amount at or near the investment amount identified in the SIS which was agreed upon between the client and the IA-Rep, clients pay an initial Client Fee that is based on the initial market value of the Account. The first payment is prorated to cover the period from the date the Account is opened through the end of the current calendar month. Thereafter, the monthly Client Fee is paid at the beginning of each calendar month for such month. The monthly Client Fee is based on the fair market value of the assets in the Account on the last business day of the preceding calendar month as calculated in accordance with the Program Agreement and as described above. Assets in the Funding Account are not included in the calculation of the Client Fee. Please see Item 5 below for information about the Program minimum. Clients also are subject to a Client Fee for any additional lump sum contribution(s) in a calendar month equal to or greater than $10,000. Such clients will pay for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution equal to or greater than $10,000. Payment of the Client Fee will be made in the month following any such contribution and will be based on the amount of the contribution. MI1611_WMS.SMA.Select 1025 Page 20 of 51  Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures (and when any applicable product issuer provides the proceeds from a redemption to MMLIS). All withdrawals are first funded from the amount in the client’s cash sweep option. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied by redeeming securities in the client’s Account. Withdrawals may have tax consequences such as capital gains taxes, the sale of securities or other assets in or outside of the cash sweep option may trigger taxable event, to which capital gains (or other) taxes apply. Envestnet will rebalance the Account back toward the selected allocation, thus triggering a possible taxable event. MMLIS will adjust or refund Client Fees paid by client that are attributable to partial withdrawals equal to or greater than $10,000 that client made during any calendar month. MMLIS will refund such clients for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of a partial withdrawal equal to or greater than $10,000. Payment of such refund will be made in the month following any such withdrawal and will be based on the amount of the withdrawal. If an Account is terminated, MMLIS will refund to clients a pro rata portion of any pre-paid, but unearned Client Fee for the current month. The amount refunded to clients will be based on the number of days remaining in the month after the date of termination. Clients pay the Client Fee and other applicable fees and expenses under the Program by instructing NFS through the Program Agreement to automatically debit the Client Fee, and applicable fees and charges (collectively “Expenses”), from their Account. The amount debited to pay the Expenses under the selected Program will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. Envestnet will automatically rebalance a client’s Accounts if payment of the Expenses under the Program causes the client’s cash sweep option to fall below the percentage threshold (and if the dollar threshold is met) and/or to cover any Account debit balances. If this occurs, the remaining amount of the Expenses and/or Account debit balances that cannot be covered by assets in the cash sweep option will be paid by redeeming shares of Securities in the client’s Account. In such cases, the client may face a taxable event, to which capital gains (or other) taxes may apply. Clients should consult with a qualified independent tax advisor. Fee Forgiveness When a client contributes assets to its Account from a previously established MMLIS brokerage account or contributes mutual funds for which MMLIS is the broker-dealer of record (either from the redemption of such assets and mutual funds or the assets and mutual funds themselves) such clients may be eligible for “Fee Forgiveness.” The Advisory Fee may be reduced for a period of time to take into account the cost of certain sales charges previously paid by the client or to be paid upon redemption. Fee Forgiveness is not available for assets for which MMLIS is not the broker-dealer of record. In addition, sales charges previously paid by the client will only be taken into account for Fee Forgiveness to the extent the client paid such sales charges in the previous two years (for A-share mutual funds) or previous 13 months (for C-share mutual funds, stocks, bonds, options and ETFs) and MMLIS was the broker-dealer of record for the mutual funds or applicable brokerage account at the time client paid the sales charges. Please note that in certain circumstances, proceeds from a client’s liquidated assets eligible for Fee Forgiveness can become commingled with other cash owned by the client. When the commingled funds are used to purchase assets contributed to client’s Account, MMLIS is under no obligation to apply Fee Forgiveness unless client can demonstrate that the eligible funds were utilized for the purchase. If you believe Fee Forgiveness should apply to a particular account or transaction, please contact your IA-Rep. If the account is fully disbursed before the Fee Forgiveness has been fully applied, the Fee Forgiveness associated with such assets will be discontinued and any remaining fees associated with such assets scheduled to be forgiven will not be forgiven. Fee Forgiveness is available only while a client’s Account is open. If the Account is terminated for any reason, any remaining fees scheduled to be forgiven will not be forgiven. Additional details regarding Fee Forgiveness can be found in the Program Agreement. MI1611_WMS.SMA.Select 1025 Page 21 of 51  Termination The Program Agreement will continue in effect until terminated by either the client or the Firm in accordance with the termination provisions of the Program Agreement. MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s request for an annual meeting for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, the Firm may retain amounts in a client’s Account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS MMLIS generally provides investment advisory services to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts and different types of retirement accounts, including SEP, Simple, and traditional IRAs. In addition to the required Program Agreement, Brokerage Agreement and completed SIS, some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an Account. The Brokerage Agreement governs the brokerage services provided by MMLIS in connection with a client’s participation in the Program. The minimum initial funding to open an Account in the Program, unless the minimum is waived, is $100,000. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. Particular SMAs, including MMLIS SMA Models, may have higher minimum requirements which the Firm cannot waive. As a result, clients may not be able to invest in a particular SMA if the amount to be invested in the SMA would be less than the SMA minimum. Clients should speak to their IA-Reps for a description of the SMA investment minimums and refer to each SMA Manager Brochure for more information. Accounts cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds. Initial asset value less than the Required Account Opening Amount will not be managed under the Program but will be placed in the cash sweep option until the asset value reaches the Required Account Opening Amount. Once the Required Account Opening Amount is reached, client assets will then be invested. Clients should also be aware that assets held in the Funding Account will not be part of the Program until the client has met the Program’s participation requirements and each SMA’s minimum requirement, and such assets have been transferred to the client’s Separate Accounts. Clients may make additional contributions to their Accounts at any time. Clients may fund contributions to the Program with cash or securities. For clients with Funding Accounts, additional contributions are initially deposited into the Funding Account and, if the contribution is greater than $1,000, will be allocated to the Separate Accounts within four business days, unless otherwise instructed by the Client. For clients without Funding Accounts, additional contributions are deposited directly into the Separate Account (or brokerage account, if applicable). If an Account falls below the account minimum requirement at any time and for any reason, the Firm may, in its discretion, close the Account and transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm on its brokerage accounts. Clients who transfer securities into the Program should be aware that some, and possibly all, transferred securities may be liquidated (“Liquidation Trades”) by the Firm through the Custodian. Liquidation Trades are effected to make client’s securities holdings portfolio consistent with the relevant investment criteria set by the selected SMA Managers and the allocations consistent with client’s Proposal and SIS. The Firm will allocate and forward assets to be invested in the MI1611_WMS.SMA.Select 1025 Page 22 of 51  Program on the client’s behalf to each SMA Manager selected by the client. However, clients should understand that the Firm does not have discretion over how client’s assets are allocated or how much to allocate to each SMA Manager. Clients should be aware that a reasonable amount of time is necessary for the Firm to execute Liquidation Trades and to allocate assets to the SMA Managers in accordance with the asset allocation strategy accepted by clients. Clients may incur adverse tax consequences as well as additional transaction costs in connection with Liquidation Trades. Clients should consult their tax advisor on these issues prior to transferring any securities into the Program. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION The Firm, through its IA-Reps, provides clients with the advisory services described in Item 4 of this Brochure. As indicated in Item 4, Envestnet is tasked with several responsibilities under the Program, including selecting, screening and/or maintaining certain SMAs. In fulfilling these responsibilities, Envestnet uses its proprietary due diligence and analytical methodologies to monitor and maintain certain SMAs. For more information on Envestnet’s role under this Program, its methods of analysis, and its investment strategies as they relate to the SMAs, please refer to the Envestnet Brochure as well as Item 4 of this Brochure. Selection of Available SMAs Beginning May 1, 2023, the SMAs that will be available to new accounts are (i) the SMAs managed by Customized SMA Managers, Executing SMA Managers, and MMLIS home office investment personnel, and (ii) other SMAs that are not eligible to be offered in the UMA Select Premier Program, another advisory program offered by MMLIS. Please talk to your IA-Rep if you would like additional information about the SMAs that were previously available to new accounts. MMLIS selects the universe of SMAs available in the Program based either on its own due diligence or a combination of its own due diligence and Envestnet’s due diligence. Envestnet does not conduct due diligence on MMLIS SMA Models. Generally, other than MMLIS SMA Models, MMLIS selects SMAs with an “Approved” research status from Envestnet. Having this research status means that the SMA has met Envestnet’s proprietary review criteria. For a discussion of Envestnet’s due diligence procedures, please refer to the Envestnet Brochure. When conducting due diligence on SMAs, MMLIS reviews reports produced by Envestnet on the SMA Managers and their SMAs including information relating to: investment philosophy, personnel, and performance. MMLIS also reviews additional information about the SMA Managers including their ADVs and websites, and information on their executives available on BrokerCheck. If an SMA Manager or SMA does not have an approved research status from Envestnet, MMLIS will conduct further due diligence that typically includes direct contact with the SMA Managers. All SMA Managers and SMAs (or the criteria used to select SMA Managers and SMAs) must be approved by the MMLIS IA-Investment Committee. Envestnet will monitor any SMAs in the Program that have an approved research status from Envestnet. If Envestnet removes an SMA from having an approved research status, MMLIS may direct Envestnet to make no change in connection with such SMA or to: (i) remove such SMA as an investment option and from all Client Accounts and replace with a different SMA selected by MMLIS, and/or (ii) eliminate such SMA as an investment option for any Client who has not already selected such SMA. MMLIS will be responsible for monitoring any SMAs in the Program that do not have an approved research status from Envestnet. MMLIS may direct Envestnet to remove such SMAs as an investment option and from all Client Accounts at any time at its discretion and replace with a different SMA selected by MMLIS. MMLIS is among the SMA Managers available in SMA Select whom clients may select to manage their assets. Envestnet is one of the SMA Managers for the UMA Eligible SMAs. Envestnet and MMLIS do not employ the same diligence procedures in making their respective determinations to act as SMA Manager under the Program. Further, Envestnet and MMLIS each has a financial incentive to include itself as an SMA Manager under the Program, as it will receive additional compensation in the form of advisory fees if it is selected as an SMA Manager. Such fees are included in the client’s Client Fee. Please refer to the Envestnet Brochure for additional information regarding Envestnet’s role as SMA Manager. MI1611_WMS.SMA.Select 1025 Page 23 of 51  Client’s IA-Rep will assist the client in selecting SMA Managers and SMAs for the client’s Account. The IA-Rep may discuss with the client various factors, including but not limited to client preferences, fees charged by the SMA Managers, information on SMA Managers, including their performance, forwarded by Envestnet, and the account minimum requirements of SMA Managers when making a recommendation. The client is ultimately responsible for deciding which SMA Manager(s) to choose. When appropriate, IA-Reps may also assist clients in determining whether existing SMA Manager(s) should be replaced. Client’s IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. Additional Information IA-Rep Prerequisites In order to become an IA-Rep of the Firm and provide services to clients under the Program on behalf of the Firm, the IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Brochure. Once an IA-Rep has been approved to provide advisory services under the Program, the IA-Rep must annually certify that the IA-Rep continues to comply with the Firm’s policies and procedures. If an IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by the Firm to another qualified IA-Rep, who will service client’s account on the Firm’s behalf. Clients will be informed if their account is assigned to another IA-Rep. Due Diligence on Envestnet The Firm conducts due diligence on Envestnet, generally on an annual basis. The due diligence includes a review of Envestnet’s organization, personnel, investment philosophy, investment process (asset allocation and investment selection), due diligence process, performance, and back office. The annual due diligence may include site visits to some of Envestnet’s offices. The Firm does not calculate Envestnet’s investment performance, or reviews its performance information in order to determine or verify i) its accuracy or compliance with any presentation standards, or ii) if such information is calculated on a uniform or consistent basis. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS As described in Item 4, the information that a client supplies to the IA-Rep, the SIS and any other documentation provided by the client is used by the Firm and its IA-Reps to provide the client with investment advisory services under the Program. The Firm also makes available such information to Envestnet so that Envestnet may fulfill its obligations under the Program as described in Item 4 of this Brochure and in the Envestnet Brochure. A client has the obligation to inform the IA-Rep of any change in their financial and personal circumstances that may have a material impact on the management of their Account. Any updated information that they provide may also be shared with Envestnet and any applicable SMA Managers. Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets in the Program by identifying them on the SIS. The Firm will forward any investment restrictions requested by the client to Envestnet and to the applicable SMA Managers, through Envestnet, for review. Investment restrictions must be reasonable, as determined by Envestnet and the SMA Managers, and must be complete and consistent with applicable law. Envestnet and the applicable SMA Managers observe the investment restrictions that a client provides in the SIS, if deemed reasonable; provided that Envestnet and the SMA Managers reserve the right to seek further direction from the client through the Firm before any such investment restrictions are observed. Clients may impose new, or modify any existing, investment restrictions on the investments in their Account at any time by contacting their IA-Rep. MI1611_WMS.SMA.Select 1025 Page 24 of 51  ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients have access to their IA-Rep for information on their Account. IA-Reps will also accept inquiries from clients about Envestnet and SMA Managers as well as each of their roles under each Program and coordinate the provision of responses to clients. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1- 305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MI1611_WMS.SMA.Select 1025 Page 25 of 51  MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third-party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MI1611_WMS.SMA.Select 1025 Page 26 of 51  MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. MI1611_WMS.SMA.Select 1025 Page 27 of 51  The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MATERIAL RISKS Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Account under the Program due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by participating in the Program. Clients should read carefully a copy of each SMA Manager Brochure associated with the selected SMAs prior to investing. These SMA Manager Brochures contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with their respective SMAs. The investment returns on a client Account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in the Program. The Firm and its IA-Reps do not provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. In general, MMLIS relies on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios to clients. Please refer to Item 4 for a description of our services and the services provided by third-party investment advisers and money managers. When reviewing third-party investment advisers and money managers, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance of investment advisers and money managers, initially and on an ongoing basis, in an attempt to determine if that investment adviser or money manager has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. Third-party managers may themselves utilize third- party research as the basis for their investment recommendations under these programs. Please refer to the Envestnet Brochure and each SMA Manager Brochure for more information. Given the wide range of investments in which a client’s Account may be invested, there is similarly a very wide range of risks to which a client’s assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which Accounts may invest. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with the Program. Your account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IA-Rep may recommend a focused or completion Model primarily to complement an existing investment strategy. All strategies implemented by MMLIS involve a risk of loss that clients should be prepared to bear. MI1611_WMS.SMA.Select 1025 Page 28 of 51  Acts of God and Geopolitical Risks — The performance of an Account could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on MMLIS, clients, Accounts, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, MMLIS’s ability to source, manage and divest investments, and MMLIS’s ability to achieve clients’ investment objectives, ultimately resulting in significant losses to the Account. In addition, there is a risk that a disruption will significantly impact, or even temporarily or permanently halt, MMLIS’s operations and/or the operations of any underlying portfolio funds and companies. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies, but accomplish investment objectives through non- traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks, including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Asset Allocation Risk — Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet the client’s investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. The client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change. There are risks associated with asset allocation. One such risk is that the client may not participate in sharp increases in a particular security, industry or market sector. Clients with an asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short- term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. Clients with a tactical asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of the client’s portfolio vary significantly and is likely to vary from the Investment Objective selected for the Account. There is no guaranty a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation programs. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that the client will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. MI1611_WMS.SMA.Select 1025 Page 29 of 51  Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. For specific information about the asset allocation associated with each SMA l, please refer to each Manager Brochure and/or other information provided about each SMA Manager or SMA. Convertible and Preferred Securities — Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible securities may be more sensitive to changes in interest rates than stocks. Convertible securities may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due. Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as to perceptions of the creditworthiness and business prospects of individual issuers. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. Depositary Receipts Risk — Depositary receipts, such as ADRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. Cryptocurrency Exchange-Traded Products — The SEC has approved certain cryptocurrency exchange-traded products (“ETPs”) that are listed and traded on national securities exchanges. Currently, the approved ETPs hold Bitcoin or Ethereum as the underlying cryptocurrency. Cryptocurrencies are not legal tender in, and are not backed by the government of, the United States. The value of cryptocurrencies can be highly volatile as the prices are based on supply and demand and their perceived value, which are subject to change. Because cryptocurrency ETPs hold only the underlying cryptocurrency and cash, an investment in the ETPs may be more volatile than an investment in a more-broadly diversified portfolio. Various factors might cause the price of cryptocurrencies to drop precipitously, including, but not limited to, changes in preferences for competing cryptocurrencies, regulatory changes, technological issues, and malicious activity. For example, the price of cryptocurrencies might be affected by a decline or cessation in the adoption and use of cryptocur- rencies; the lack of expansion of cryptocurrencies into retail and commercial markets; or market participants developing a preference for particular cryptocurrencies. In the United States, cryptocurrencies are not subject to federal regulation, although they might be regulated by state regulatory authorities. It is possible that the federal government or additional state regulatory authorities adopt laws and regulations that affect cryptocurrencies and their users. In addition, crypto- currencies trade on largely unregulated exchanges that are not subject to the same regulatory guardrails as regulated exchanges; can be subject to greater risk of fraud (e.g., potential market manipulation) and failure than regulated exchanges; and might not be required to protect customers or their markets to the same extent as regulated exchanges. In addition, exchanges are susceptible to service interruptions and cybersecurity threats and breaches, which can result in the theft or loss of cryptocurrencies and a decline in the value of cryptocurrencies. Duration Risk — Longer-term securities in which an Account may invest tend to be more volatile than short-term securities. A Portfolio with a longer average portfolio duration is more sensitive to changes in interest rates, and therefore may experience greater volatility than a portfolio with a shorter average portfolio duration. Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. Exchange-Traded Funds (ETFs) Risk — The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying securities. ETFs are also subject to risks relating to market trading, including the potential for MI1611_WMS.SMA.Select 1025 Page 30 of 51  lack of an active market for ETF shares and significant market disruptions. Although ETF shares are listed on a national securities exchange, it is possible that an active trading market may not develop or be maintained, particularly during times of severe market disruption. If ETF shares need to be sold when trading markets are not properly functioning, they may be sold at a significant discount to their net asset value (NAV), or it may not be possible to sell them in the secondary market. Market and other disruptions also make it difficult for the ETF to accurately price its investments, thereby affecting the ETF’s price and performance. Similarly, an exchange or other markets may issue trading halts on specific securities or derivatives, which will affect the ability of the ETF to buy or sell certain securities or derivatives. In such circumstances, the ETF may be unable to rebalance its portfolio or accurately price its investments and may incur substantial trading losses. ETFs that seek to track the performance of a specified underlying index (“index ETFs”) are not actively managed and the investment advisers of such ETFs do not attempt to take defensive positions in declining markets. Therefore, Index ETFs may be subject to greater losses in a declining market than a fund that is actively managed. ETF shareholders will bear a proportionate share of the ETF’s expenses, including, as permitted by applicable law, certain management and other fees contained in that ETF’s prospectus. Financial Risk — Excessive borrowing to finance a business’s operations may limit profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in a declining market value and even bankruptcy. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, an Account’s value may fluctuate, and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the Account. Investment Company Risk — When an Account invests in an investment company, including mutual funds, closed-end funds, UITs and ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Account may be subject to additional or different risks than if the Account had invested directly in the underlying investments. For example, the lack of liquidity in an ETF could result in its value being more volatile than that of the underlying Portfolio securities. Closed-end investment companies issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. As a result, a closed-end fund’s share price fluctuates based on what another investor is willing to pay rather than on the market value of the securities in the fund. Investment Style Risk — An Account’s strategy may underperform other sectors of the markets or the markets as a whole. Market Risk — The market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Market risk includes prices dropping in reaction to both tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events (see “Acts of God and Geopolitical Risks” above). Money Market Funds Risk — An investment in money market funds is not a bank deposit nor is it insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the money market fund seeks to maintain a constant price per share of $1.00, client may lose money by investing in the money market fund. The money market fund may experience periods of heavy redemptions that could cause the money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. This could have a significant adverse effect on the money market fund’s ability to maintain a stable $1.00 share price, and, in extreme circumstances, could cause the money market fund to suspend redemptions and liquidate completely. MI1611_WMS.SMA.Select 1025 Page 31 of 51  Options Trading Risk — Options may be used for a variety of strategies such as hedging, income generation and speculation. These strategies carry varying degrees of risk, including the potential for substantial or total loss of income. Options strategies may be difficult to understand and require active monitoring and management. Option can amplify losses as well as gains, are time-sensitive and may expire worthless and can be illiquid, making it difficult to enter or exit positions. Portfolio Turnover Risk — To the extent that a Portfolio buys and sells securities frequently, such activity may result in increased brokerage or other higher transaction costs and additional capital gains tax liabilities. These costs affect the Portfolio’s performance. To the extent that a Portfolio invests in an underlying fund, the Portfolio will have no control over the turnover of the underlying fund. In addition, the withdrawal of a Portfolio from an underlying fund could involve expenses, such as redemption fees, to the Portfolio under the terms of the Portfolio’s investment. REITs Risk — REITs are trusts that invest primarily in commercial and/or residential real estate or real estate-related loans. Investments in REITs are subject to the same risks as direct ownership of real estate and mortgages, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. In addition to default, underlying loans may be subject to prepayments that occur later or earlier than expected and such loans may also include so-called “subprime” mortgages. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. The value of REITs will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. Reliance on Technology; Cybersecurity Risk; Back-up Measures — MMLIS’s operation is dependent on various computer and telecommunications technologies, many of which are provided by or are dependent upon third parties such as data feed, data center, telecommunications, or utility providers. The successful deployment, implementation, and/or operation of such activities and strategies, and various other critical activities, could be severely compromised by system or component failure, telecommunications failure, power loss, a software- related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on clients, including by preventing MMLIS, Envestnet or any SMA Manager from trading, modifying, liquidating, and/or monitoring its clients’ investments. In addition, clients should be aware of the risk of attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to MMLIS’s interconnectivity with third-party vendors, central agents, exchanges, clearing houses, and other financial institutions, MMLIS could be adversely impacted if any of them is subject to a cyber-attack or other information security event. Although MMLIS takes protective measures and endeavors to modify its operations as circumstances warrant, computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. MMLIS has certain backup measures in place for such disruptions, but no assurance can be given that these plans will be realized, or that, in particular, MMLIS would be able to resume operations following a business disruption. U.S. Government Securities Risk — U.S. Government securities are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources. Volatility Risks — The prices of certain instruments in the Account have been subject to periods of excessive volatility recently and in the past, and such periods can be expected to continue or recur. While volatility can create profit opportunities for the Account, it can also create the specific risk that historical or theoretical pricing relationships will be disrupted, and may cause what should otherwise be comparatively low risk positions to incur losses. Price movements are influenced by many unpredictable factors, such as market sentiment, inflation rates, interest rate movements and general economic and political conditions. The expanded influence of social media platforms on the market, combined with the access to costless retail brokerage, can exacerbate the volatility of particular issuers. MI1611_WMS.SMA.Select 1025 Page 32 of 51  Other Financial Industry Activities and Affiliations The Firm is registered with the SEC as an investment adviser and a broker-dealer, and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities, including, but not limited to, stocks, bonds, municipal and government securities, and mutual funds to the public. The products available through the Firm include products issued by our affiliated insurance companies as well as those issued by unaffiliated issuers. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services which may include clients who participate in the Program. The Firm, as a broker-dealer, effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or investment products in which the Firm or its officers, directors, employees or RRs have a financial interest or may themselves purchase or sell. Clients should be aware that compensation earned by the Firm and its RRs vary by product and by issuer. Therefore, the Firm and its RRs may receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are RRs and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s RRs and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. MI1611_WMS.SMA.Select 1025 Page 33 of 51  Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Affiliated Funds may be available as underlying investments in an SMA. When an affiliated fund is an underlying investment in an SMA, MMLIS and/or one of its affiliates receives a financial benefit. This conflict of interest is mitigated because neither MMLIS nor the IA-Reps select the investments within an SMA. MMLIS also addresses this conflict by disclosing it to you. When Affiliated Funds are held in qualified retirement plan accounts and IRAs the account will not be charged the Execution, Clearing and Custody Fee or the Advisor Fee for the portion of the account invested in the Affiliated Funds. The account will be charged any other applicable fees. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Investment products advised and/or distributed by one or more Invesco entities may also be available as underlying investments in an SMA. This conflict of interest is mitigated because neither MMLIS nor the IA-Reps select the investments within an SMA. Clients cannot purchase Invesco common stock as an investment for their Account. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation, including the Growth Bonus. The referral fee and these incentive programs create a conflict of interest and an incentive for IA- Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Brochure. MI1611_WMS.SMA.Select 1025 Page 34 of 51  Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the Program. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’s clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives revenue-sharing payments from NFS as described below and in Item 4 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives additional compensation from NFS in the form of revenue sharing payments from NFS for investments in mutual fund shares in NFS’s NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, the Firm, as a broker- dealer, also earns 12b-1 fees from certain mutual funds for providing distribution and/or administrative services to mutual funds (which are credited back to clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and “MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers custodied with NFS over the previous year (including the assets in the Program), excluding certain assets that were already custodied with NFS, and maintaining a certain amount of accounts and assets that MMLIS customers custody with NFS (including the accounts and assets in the Program). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the Program, over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with IA-Reps. MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’ clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’ services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the Program) for which MMLIS receives compensation from NFS over advisory programs (such as third-party advisory programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 9. MI1611_WMS.SMA.Select 1025 Page 35 of 51  Relationship with Envestnet In addition to the advisory business relationship between Envestnet and the Firm as described in Item 4 above, MMLIS has entered into other agreements with Envestnet and Envestnet affiliated investment advisers to offer other advisory programs. Please contact MMLIS or your IA-Rep for additional information about such programs. Envestnet also provides research and other technology services to MMLIS for a separate fee. Furthermore, Envestnet and, if applicable, its affiliates and subsidiaries, from time to time pay fees to attend Firm sponsored sales and/or training conferences. In 2023, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2023. Representatives from Envestnet and, if applicable, its affiliates and subsidiaries, generally network with and provide training to IA-Reps and the Firm’s personnel at these conferences. The fees received by the Firm are generally used to offset expenses associated with hosting conferences and other expenses, and are not paid directly to IA-Reps. While IA-Reps do not receive a portion of these fees, IA-Reps may be more likely to recommend the Program, other Envestnet advisory programs, or products offered through Envestnet’s affiliates or subsidiaries that are accessible through the Firm, to prospective clients because of the education and the exposures that IA-Reps receive on such services and products. Envestnet’s parent company, Envestnet, Inc., was acquired by affiliates of vehicles managed or advised by Bain Capital Private Equity, LP, a private equity firm, and certain minority co-investors on November 25, 2024. The minority co-investors include strategic partners BlackRock, Fidelity Investments, Franklin Templeton, and State Street Global Advisors. Due to their ownership interest, Envestnet has an incentive to make the investment products offered by BlackRock, Fidelity Investments, Franklin Templeton and State Street Global Advisors available on its platform and to grant these investment products with an approved research status. Envestnet also has an incentive to work with these companies to create new investment products to offer on its platform. Clients should review the Envestnet Brochure for additional information about Envestnet’s ownership structure and related conflicts. Compensation for IA-Reps As previously discussed, MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA- Reps for their work associated with the Program and other offerings at MMLIS. The compensation schedule is impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For these purposes, the relevant advisory fees are those earned across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 million or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. MMLIS also has an incentive program where an IA-Rep will receive a larger portion of the Advisory Fee based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This incentive program creates a conflict of interest and an incentive for IA-Reps to recommend these advisory proprietary programs (including the Program) to clients over other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. The Firm addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. MI1611_WMS.SMA.Select 1025 Page 36 of 51  In addition, IA-Reps can earn a Growth Bonus. The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Program) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. Certain IA-Reps of the Firm are also be affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with the Firm (“Third-Party Adviser”). In that respect, such IA-Reps may offer investment advisory programs through both the Firm and the Third-Party Adviser. The compensation that they receive from the Third-Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from the Firm. While the investment advisory programs made available by the Third-Party Adviser may differ materially from the programs made available by the Firm, the IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transaction. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm (including the IA-Rep), and/or its affiliates, may have investment responsibilities, render investment advice to, and perform other investment advisory services for, other individuals and entities (“Other Accounts”). Clients should be aware that the Firm and its affiliates, and their respective partners, directors, trustees, officers, agents, IA-Reps and employees may buy, sell or trade in any securities for their respective accounts (“Affiliated Accounts”) or Other Accounts. The Firm (including IA-Reps) and its affiliates may give advice or exercise investment responsibility and take such other actions with respect to Other Accounts and Affiliated Accounts which may be similar to, differ from, or contradict, the advice given, or the timing or nature of action taken with respect to clients’ Account(s). MI1611_WMS.SMA.Select 1025 Page 37 of 51  Additionally, Other Accounts and Affiliated Accounts may at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which client’s Account may have an interest from time to time, whether in transactions which involve client’s Account or otherwise. The Firm shall have no obligation to purchase for client’s Account a position in any investment which Other Accounts or Affiliated Accounts may acquire, and that the client shall have no first refusal, co-investment or other rights in respect of any such investment. MMLIS does not affect any principal or agency cross securities transactions for client accounts. The Firm will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys securities from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. Review of Accounts Services Provided by the Firm The Firm, through the IA-Reps, will be available during business hours to answer any questions that the client may have regarding their Account and/or to provide client services related to client’s Account. The Firm will notify clients in writing at least quarterly to contact the Firm if there have been any changes in their financial situation or investment objectives that might affect the manner in which their Account assets should be managed, and whether they wish to add, or modify any existing, investment restrictions imposed on the investments in their Account, or whether there have been any changes in their investment objectives that might affect the manner in which their assets should be managed. The Firm, or the IA-Reps, will also contact clients at least annually to review each client’s Account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the Account. The IA-Rep is available on an ongoing basis to discuss the client’s participation in the Program or the client’s investments in general. Services provided by Envestnet On an ongoing basis, Envestnet maintains the software utilized to generate the ISP and SIS. Additionally, Envestnet has an ongoing responsibility for implementing securities trades in certain of the SMAs. Envestnet shall also observe any client-imposed investment restrictions that Envestnet has accepted. Envestnet has the authority to make securities trades through NFS in client’s Account as necessary to fulfill its obligations under the Program. This includes the MI1611_WMS.SMA.Select 1025 Page 38 of 51  authority to make appropriate SMA and securities replacements and changes as described herein. The client will be notified of such changes through confirmations and account statements from the Custodian. Clients do not have the ability to opt out of this aspect of the Program. Envestnet’s execution of its responsibilities, including the monitoring and potential replacement of SMAs and SMA Managers, will have a significant impact on the composition and performance of Client’s Account as well as important tax consequences. Clients should carefully consider the effect of Envestnet’s monitoring and reviews and consult a qualified, independent tax professional for advice. Cash Allocation The SMAs are designed to maintain a minimum cash allocation to facilitate administration of each Account, including, but not limited to, trading and fee collection. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the changing of SMAs, processing of client contributions or withdrawals, or during the initial investment of a client Account. If the amount of a client’s Account invested in cash varies beyond a determined maximum cash allocation, then the client’s Account will have purchases made into other positions in the client’s allocation. Each of Envestnet, MMLIS, and SMA Managers has the right to invest cash into other positions in the allocation to resolve for drift in the assets invested in cash. The Client Fee and other expenses under the Program are deducted from Program Account assets clients have in the cash sweep option (initially, before other Program Account assets), as outlined in greater detail in the Program Agreement. By executing the Program Agreement, clients authorize the Custodian to pay the Client Fee and all other fees and charges that are due and payable in a given calendar month under the Program from Program Account assets client has in the cash sweep option. If a client’s Account does not have enough cash to pay for the Client Fee, account debit balances or other charges, the Firm will, in accordance with the Program Agreement, sell any Program Account assets it deems appropriate to make such cash available. In such cases, clients may face a taxable event, to which capital gains (or other) taxes may apply. Further details of Envestnet’s ongoing responsibilities under the Program can be found in the Envestnet Brochure. Client Statements and Performance Reports NFS will send client statements of all activity in clients’ brokerage accounts on no less than a quarterly basis, and clients can request written confirmations of trades cleared and settled through the brokerage accounts. Clients should carefully review their brokerage account statements and confirmations issued by NFS and contact the Firm or their IA-Rep immediately upon discovery of any errors, discrepancies or irregularities. Clients should contact their IA-Reps to discuss the various performance reporting options that are available. IA-Reps are available to discuss performance reports, Account allocations, Account performance or any other matter relating a client’s Account. Client Referrals and Other Compensation Additional Compensation Related to Advisory Activities and Referral Arrangements Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to favor recommend MMLIS advisory and brokerage MI1611_WMS.SMA.Select 1025 Page 39 of 51  accounts and MMLIS Financial Planning to IA-Reps and/or Clients as potential products over other products and services for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. The program includes customized SMA Models created and managed by MMLIS home office investment personnel, which are customized for each client based on individual needs and investment objectives. If a MMLIS SMA Model is selected for client’s Account, a portion of the Client Fee (“Investment Management Fee” described further below under Item 4) is paid to MMLIS for investment management services. MMLIS therefore receives a higher portion of the Client Fee if Client selects a MMLIS SMA Model than if client selects a non-MMLIS SMA Manager available in the Program or in other MMLIS advisory programs. As a result, MMLIS and its IA-Reps have a conflict of interest and incentive to recommend SMA Models managed by MMLIS over Models managed by non- MMLIS SMA Managers or other MMLIS advisory programs or models where MMLIS does not receive a portion of the Investment Management Fee. The Firm attempts to mitigate this conflict of interest through its compensation structure, as MMLIS IA-Reps recommending MMLIS SMA Models in the Program do not receive any more or less compensation for recommending a MMLIS SMA Model for Client’s Account over non-MMLIS SMA Managers or unaffiliated money managers available in other MMLIS advisory programs. MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds and/or ETFs that are underlying investments in an SMA available in the Program. Certain Strategic Partners are also SMA Managers or sponsors of alternative funds. Strategic Partners are provided with increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our Representatives, and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes Strategic Partners and their products and services in proprietary marketing materials and/or websites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law) and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: American Funds, Brinker Capital, BlackRock, Invesco, Fidelity, BNY Mellon and EQT, in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 million or less than $500,000, except for an alternative fund sponsor that is new to the MMLIS platform paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination, of the following: 1) a percentage of initial and/or additional investment amount made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) other formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MMLIS also has a Conference Partner Program with other investment companies that offer (1) mutual funds and/ or ETFs that are underlying investments in an SMA and/or (2) offer securities backed loans. Certain SMA Managers are also part of the Conference Partner Program. These investment companies (“Conference Partners”) contribute to MI1611_WMS.SMA.Select 1025 Page 40 of 51  and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JPMorgan, SEI, Ategenos, Blue Owl, Clark Capital, and Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Envestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200,000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust Asset Management as a result of reaching a certain threshold of assets under management by Northern Trust Asset Management belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Equitable, Brighthouse, Prudential, Allianz, Nationwide, Transamerica, Pacific Life, Corebridge Financial, and Protective. No company paid more than $5 million. These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/or ETFs that are (a) available investment options in the Programs and/or (b) underlying investments in an SMA Model. Certain of the variable annuity issuers or their affiliates could become SMA Managers. MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that ETF provider. The purchase of this data may result in the ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with the Strategic Partner Program, Conference Partner Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners and other companies that participate in these arrangements when making recommen- dations to clients. Specifically, MMLIS has a financial incentive to recommend the mutual funds and ETFs provided by Strategic Partners, Conference Partners and other participating companies over mutual funds and ETFs offered by entities that do not make marketing support payments to MMLIS, and to recommend the Strategic Partners, Conference Partners and other participating companies over SMA Managers that do not make marketing support payments to MMLIS or contribute to or participate in MMLIS conferences or training meetings. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners, Conference Partners and other participating companies, and the basis on which the payments are calculated differs among certain of the Strategic Partners and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (and their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients choose the SMAs offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their products to be investment options in the Program. MI1611_WMS.SMA.Select 1025 Page 41 of 51  Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s, Conference Partner’s and other participating companies’ products and services with the Firm’s RRs and IA-Reps. Therefore, these payments create an incentive, and lead to a greater likelihood, for the Firm or its IA-Reps to recommend the model of a Strategic Partner or a Conference Partner (or other participating company) over the model of another entity, or an SMA Manager who is a Strategic Partner or a Conference Partner (or other participating company) over other SMA Managers. These payments are in addition to the fees received by the Firm under the Program and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified retirement plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or educational activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. From time to time, the Firm and its IA-Reps receive other compensation from (i) fund companies that may issue mutual funds and/or ETFs that are underlying investments in an SMA, and (ii) SMA Managers of SMAs that are investment options in the Program. Such fund companies and SMA Managers may sponsor their own conferences for training and educational purposes, which certain of the Firm’s IA-Reps are invited to attend. In addition to the Firm’s IA-Reps attending these conferences without charge, these fund companies and SMA Managers also reimburse or pay for the travel and other related expenses incurred by the Firm’s IA-Reps or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by IA-Reps. Some fund companies and Sub-Managers provide free investment tools to IA-Reps. These conferences, reimbursements and access to free investment tools create an incentive for the Firm and the IA-Rep to make available and recommend (or select on a client’s behalf) the mutual funds and/or ETFs provided by the sponsoring fund companies and the SMAs managed by the SMA Managers. These fund companies and SMA Managers may also provide nominal gifts to the Firm’s IA-Reps. The Firm enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are introduced to the Firm through a Solicitor will be provided with copies of a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest as a result of the relationship between the Firm and the Solicitor, whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements may affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services, including the Program, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to the Firm or an IA-Rep and may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. MI1611_WMS.SMA.Select 1025 Page 42 of 51  MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about the Firm’s advisory services to IA-Reps. The Firm will share a portion of the fees earned by the Firm with Financial Institutions for referring individuals who eventually obtain advisory services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to IA-Reps regardless of whether such individuals obtain advisory services from the Firm. To the extent that a referred client participates in the Program, the compensation paid to Financial Institutions or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from the Firm. The fees and expenses that the Firm pays to a Financial Institution under these arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Envestnet pays the Firm a fee to attend Firm sponsored sales and/or training conferences. Envestnet generally networks with and provides training to the IA-Reps and Firm personnel during these conferences. The fee received by Firm is used to offset expenses associated with hosting the conferences and is not paid to the IA-Reps or other associated persons. While the IA-Reps do not receive a portion of the fee, the IA-Reps may be more likely to recommend the Program to prospective clients because of the education and the exposure they receive on the Program and/or Envestnet. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the Program), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including the Program). These loans are not forgivable. MI1611_WMS.SMA.Select 1025 Page 43 of 51  These loan programs create an incentive for IA-Reps (existing and new) to recommend the Program over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Program. This incentive applies to both the initial recommendation to open an account in the Program and recommendations to make subsequent contributions to such account. These loan programs also create an incentive for new IA-Reps to recommend clients transfer assets into the Program rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to seven years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in NFS Custodied Programs (including the Program) and MassMutual Trust Accounts. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the NFS Custodied Programs (including the Program) over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the Program. This incentive applies to both the initial recommendation to open an account in an NFS Custodied Program (including the Program) and recommendations to make subsequent contributions to such account. The IA-Reps wo qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. Therefore, your IA-Rep has an incentive to offer you the Program in order to meet these requirements and qualify for these benefits and services, and to recommend that you increase the amount you have invested in the Program. Additionally, your IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Program, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions (“Orion”) platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. Orion will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will be reinstated to their previous status. IA-Reps who do not meet the program requirements within the grace period will MI1611_WMS.SMA.Select 1025 Page 44 of 51  be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommendations for compliance with its fiduciary duty to clients. MMLIS pays Envestnet and NFS a fee for the services that they provide in the Program. MMLIS pays Envestnet an annual licensing fee. MMLIS pays Envestnet an additional, tiered platform fee in the event MMLIS exceeds a level of assets under management in the advisory programs on Envestnet’s platform. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and administrative services that NFS provides for these accounts. Donor Advised Fund Services MMLIS offers the Fidelity Charitable Investment Advisor Program (“CIAP”) Donor Advised Fund service and the American Endowment Foundation (“AEF”) Donor Advised Fund service. A client (“Donor”) may elect to utilize these services to make irrevocable donations to the Fidelity Investments Charitable Gift Fund or the American Endowment Foundation Donor Advised Fund, as applicable, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to Fidelity Charitable or the American Endowment Foundation, as applicable, and has no authority to change investment decisions on accounts using the service. Donors should refer to the CIAP Description and Investment Policies and Guidelines, as well as their CIAP Application for additional information regarding establishing a donor-advised account with Fidelity Charitable, and to the AEF Program Description and AEF Application for additional information regarding establishing a donor-advised account with American Endowment Foundation. Assets donated to Fidelity Charitable or the American Endowment Foundation through these services will be managed by MMLIS and may be invested in this Program. Administrative Fee. The Administrative Fee charged by Fidelity Charitable for this service ranges from 0.115% to 0.60% depending on the amount of assets donated to Fidelity Charitable. The Administrative Fee charged by the American Endowment Foundation for this service ranges from 0.10% to 0.70% (subject to a minimum of $125 per quarter) depending on the amount of assets donated to the American Endowment Foundation. As of May 1, 2023, clients will no longer be able to elect to utilize the Donor Advised Fund service for an account. MMLIS may make other Donor Advised Fund services available to clients. Clients can access Donor Advised Fund services without opening an account with MMLIS. However, the account will not receive advisory services from MMLIS and neither MMLIS nor your IA-Rep will receive any compensation in connection with the account. As a result, MMLIS and your IA-Rep have an incentive to offer and recommend that you utilize Donor Advised Fund services through an advisory account at MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. You should consult with your IA-Rep if you have any questions about Donor Advised Fund services. Other Disclosures Trade Errors The Firm attempts to effect transactions promptly, unless market conditions, technology failures, trading volumes or other matters beyond our control preclude us from accurately processing transactions on the order date. Under these circumstances, the Firm will process the transactions as soon as practicable. Should a trade error occur and the error correction results in a gain, the gain will be kept by the Firm. Gains that are captured due to trade errors are placed in the Firm’s general account and may be used at the Firm’s discretion. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of the Firm. If the error correction results in a loss, the amount of the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. MI1611_WMS.SMA.Select 1025 Page 45 of 51  MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the SMA Select Program, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the SMA Select Program, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge us higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the MI1611_WMS.SMA.Select 1025 Page 46 of 51  amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the SMA Select program, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the MA Select Program. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. MMLIS does not pass this fee on to the client. This presents a conflict of interest because MMLIS has an incentive to limit the number of trades in a client’s account below the threshold that would lead to NFS charging MI1611_WMS.SMA.Select 1025 Page 47 of 51  MMLIS a transaction fee. This conflict is mitigated because Strategists, not MMLIS or IA-Reps, have discretion to trade in a client’s account. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Additional Information About Envestnet Certain SMAs are managed or provided by Envestnet or an advisory firm that is an affiliate of Envestnet. In such instances, Envestnet may have an indirect financial incentive to include such SMAs in the Program. For any SMA that Envestnet recommended or selected for the Program, Clients should refer to each SMA Manager Brochure. Clients should also refer to the Envestnet Brochure for a description of Envestnet’s due diligence process. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements or confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. MMLIS mitigates this conflict when MMLIS is the broker-dealer for the transferring investment through its fee forgiveness program. See “Fee Forgiveness” in Item 4 for additional information about fee forgiveness. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. IRA Rollovers — Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the Program), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer- sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. Corporate Actions The Firm’s responsibility under the Program for MMLIS SMA Models includes voting or taking other action regarding proxies, consents, waivers or other documents regarding any securities held in client’s Account. Other than for MMLIS SMA Models, neither MMLIS nor its IA-Reps have responsibility for proxies, consents, waivers or other documents regarding any securities held in client’s Account. For non-MMLIS SMA Models, except with respect to voluntary corporate action notices, the client has the responsibility for responding to proxies, consents, waivers and other documents with respect to any securities held in a client’s Account. Such notices may be received from NFS or the MI1611_WMS.SMA.Select 1025 Page 48 of 51  issuer’s corporate communications service provider. For non-MMLIS SMA Models, provided that Envestnet timely receives voluntary corporate action notices, Envestnet will determine on behalf of the client whether the client’s Account will participate in particular voluntary corporate actions. Envestnet will make such determinations in its full discretion, consistent with its policies and procedures. Client should refer to the Envestnet Brochure for additional details on its policies and procedures in this regard. MMLIS has retained Proxy Edge as an expert in the proxy voting and corporate governance areas to assist in the due diligence process, administration, maintenance, reporting and recordkeeping services relating to the voting of proxies and corporate actions for MMLIS SMA Models. The Firm has implemented appropriate policies and procedures, including providing instruction to Proxy Edge for how to vote proxies and other corporate actions. MMLIS evaluates the instructions provided to Proxy Edge from time to time to ensure proxies and corporate actions are voted in the best interest of Program clients. Program clients invested in MMLIS SMA Models authorize the Firm through the client agreement to vote proxies and corporate actions, and may request a copy of MMLIS proxy procedures or proxies voted for client’s accounts by contacting MMLIS or their IA-Rep. Timeliness of Transactions MMLIS will process transactions unless market conditions, technology failures, trading volumes or other matters beyond the Firm’s control preclude us from accurately processing transactions on the order entry date. In those circumstances, we will process the transactions as soon as practicable. MMLIS has no responsibility for any consequences relating to, either directly or indirectly, any such delays in transactions. Making an Informed Decision The Firm wants its clients to make an informed decision when they purchase products or receive services from the Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. Financial Information The Firm does not require clients who participate in the Program to prepay its fees six months or more in advance. Additionally, the Firm does not have any material financial conditions that would impair its ability to meet its contractual commitments to clients. Clients should review the Envestnet Brochure for any disclosures that Envestnet may be required to make under this Item. MI1611_WMS.SMA.Select 1025 Page 49 of 51  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered MMLIS representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_WMS.SMA.Select 1025 Page 50 of 51  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715. You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. 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MMLIS Wealth Management Services Advisor Select Programs Wrap Fee Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This wrap fee program brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (“MMLIS” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (800) 542-6767 (options 1, 1). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and securities broker-dealer. Please note that registration does not imply a certain level of skill or training. MF1033 MI1611_AdvSelect 1025 Page 1 of 51  ITEM 2. MATERIAL CHANGES The following is a summary of certain material changes made to this Brochure since the previous annual update of this Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps, concentration limits for accounts holding alternative products and structured products and to disclose MMLIS’ partial ownership of an alternative fund sponsor and the resulting conflicts of interest. Item 4 was also updated to disclose revenue sharing payments that MMLIS receives from Jefferies Credit Management, LLC. June 30, 2025 Update: Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. March 28, 2025 Update: Item 4 was updated to disclose that MMLIS acts as a Placement Agent for certain alternative investments and receives compensation for this activity. Item 4 was also updated to reflect that: i) cash moved from Protected Cash into a money market security is no longer FDIC-protected, ii) that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, resulting in the client managing the account and iii) that the NFS paper document fee for statements and confirmations will increase from $10 to $20 annually in June 2025. Item 4 also now discloses that NFS annually charges $35 per position for registered alternative investments and $125 per position for unregistered alternative investments, with a maximum cap of $500 per account per year. Additionally, Item 4 was updated to disclose that clients must inform their IA-Rep if they have accounts that may be eligible for aggregation to qualify for breakpoints. Item 9 was updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 million in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. In addition, Item 9 was updated to describe NFS’ valuation of alternative investments and the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. Item 9 was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangements. Item 9 was also updated to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_AdvSelect 1025 Page 2 of 51  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. SERVICES, FEES AND COMPENSATION 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 22 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 23 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 24 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 24 ITEM 9. ADDITIONAL INFORMATION 24 IMPORTANT NOTICES TO CLIENTS 50 MI1611_AdvSelect 1025 Page 3 of 51  ITEM 4. SERVICES, FEES AND COMPENSATION MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. Overview of the Advisory Services Offered by the Firm This Firm Brochure provides you with information about the Advisor Select, Advisor Select Mutual Funds, and Advisor Select Mutual Funds and ETFs, (each a “Program,” and together, the “Programs”) available through the Firm. The RepAsPM Program is not included in this ADV as it is closed and there are no accounts in this program. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or an investment adviser representative of the Firm (“IA-Rep”) to receive a similar disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.sec.gov. Some of these other investment advisory programs have different fee structures and/or lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can offer certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, and what investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. Overview of the Advisor Select Programs The Programs are advisory programs that provide clients personalized investment advice and management services, on either a discretionary or non-discretionary basis as determined by the client, regarding investments in securities. The Firm is the sole adviser under the Programs. For each Advisor Select Program, different types of securities are available for investment, subject to concentration limits. In Advisor Select Mutual Funds, only mutual funds (“Mutual Funds”) available through National Financial Services, LLC (“NFS” or “Custodian”) that the Firm has approved for sale are available. In Advisor Select Mutual Funds and ETFs, Mutual Funds and exchange-traded funds (“ETFs”) are available. In Advisor Select, (a) Mutual Funds, (b) ETFs, (c) Exchange (NYSE, AMEX) Listed Stocks, (d) Closed-End Funds (secondary market), (e) American Depository Receipts (ADRs), (f) NASDAQ Listed Securities, (g) U.S. Government Bonds, (h) Mortgage-Backed Bonds, (i) Corporate Bond, (j) Municipal Bonds, and (k) Brokerage Certificates of Deposit are available. In addition to the other investment options available in the Advisor Select Program, unit investment trusts (UITs), options, structured investments (CDs and notes), and alternative investments, including but not limited to interval and tender funds, private equity, private placements, hedge funds, certain real estate funds, and exchange funds are available to certain IA-Reps and clients. For all of the Advisor Select Programs, inverse and leveraged ETFs are generally deemed ineligible. Within each security type, only the securities that the Firm has approved for sale are available. MI1611_AdvSelect 1025 Page 4 of 51  The Firm may, at its discretion, accommodate an exception request to make additional security types available for a specific account. The Firm reserves the right to modify the types of securities deemed to be Eligible Program Securities at any time. Any products, securities, or holdings not identified as being Eligible Program Securities are ineligible and may not be purchased in a client’s Account, and typically will not be able to be held within an Account. If a client transfers an ineligible position into an Account, or if an existing position becomes ineligible, such position may be liquidated, moved to a standard brokerage account, or in limited circumstances, designated as “Unsupervised Assets” at the Firm’s discretion. Any ineligible assets held in an Account (other than Unsupervised Assets, which are described below under “Unsupervised Assets” in this Item 4) will be included in calculating the applicable Client Fee (as defined below in “Fees and Charges”) for a given period. When Affiliated Funds are held in qualified retirement plan accounts and IRAs the account will not be charged the Execution, Clearing and Custody Fee or the Advisor Fee for the portion of the account invested in the Affiliated Funds. The account will be charged any other applicable fees. Please see the discussion of “Broker Dealers, Other Investment Advisers and Investment Companies” in Item 9 below for additional information about such funds. As described above, not all IA-Reps can offer the Adviser Select program, the Adviser Select Mutual Funds and ETFs program, or the Adviser Select Mutual Funds program. Alternative Investments If you are eligible to purchase alternative investment vehicles (“Alternative Investments”) and meet minimum investment requirements, your IA-Rep may recommend one or more affiliated and/or unaffiliated Alternative Investments from among MMLIS’ offerings. MMLIS only offers alternative investments to investment advisory clients on a non-discretionary basis only. Clients are responsible for the decision to invest in any alternative investments. Clients will be required to sign separate fund documentation for each alternative investment selected. Clients should carefully review all offering materials, such as a private placement memorandum, subscription agreement or limited partnership agreement to determine investment objective, associated fees and expenses, potential penalties, risks, liquidity restrictions and the overall terms of the investment. Alternative investments have different features than other types of investment products. They can be highly illiquid, involve a high degree of risk, have transfer restrictions, and are only appropriate for a limited population of investors. Some alternative investments involve a potential loss of principal and/or have no secondary market or may require that you return capital previously distributed to you or pay additional capital. Alternative investments may also have higher fees, including multiple layers of fees, compared to other types of investments and may charge an asset-based fee, as well as incentive fees based on net profits. This could create an incentive for an IA-Rep to recommend an alternative investment over other types of investments with lower fees. MMLIS mitigates this conflict by requiring IA-Reps who sell alternative investments to complete specialized training prior to selling alternative investments. MMLIS also mitigates this conflict by disclosing it to you, such as in this brochure and by supervising recommendations of alternative investments as part of its fiduciary duty to you. MMLIS limits clients from holding more than 30% of investable assets in total alternative investments combined at MMLIS and other financial institutions and 10% of investable assets in a single alternative investment issuer. Concentration limits may not apply to certain investments. There may also be additional concentration limits imposed by states on certain alternative investments. MMLIS’ parent company, MassMutual, may participant in an alternative investment as an investor. Certain offerings by Barings, LLC, Stone Ridge Asset Management, Jefferies Finance and Invesco Ltd. are products offered by firms in which MassMutual has an investment or ownership interest. A-Reps do not get paid more for selling products by Barings, Stone Ridge, Invesco or Jefferies Finance, however MMLIS benefits indirectly from sales of these firms’ products due to its economic interests in these firms. This creates an incentive for an IA-Rep to recommend an alternative investment in which MassMutual has an investment ownership interest in over other investments in which MassMutual does not have an investment or ownership interest in. MMLIS mitigates this conflict by requiring IA-Reps who sell alternative MI1611_AdvSelect 1025 Page 5 of 51  investments to complete specialized training prior to selling alternative investments. MMLIS also mitigates this conflict by disclosing it to you, such as in this brochure and by supervising recommendations of alternative investments as part of its fiduciary duty to you. In addition to the compensation discussed earlier, MMLIS receives revenue sharing payments from Jefferies Credit Management, LLC (“Jefferies”) in exchange for its services as a Placement Agent. These revenue sharing payments are paid out of Jefferies’ assets, not from the fund’s assets. These additional payments of up to 0.25% per year on aggregate assets invested in Jefferies products are collected and retained by MMLIS and not shared with IA-Reps. The receipt of these payments still creates a conflict of interest because your IA-Rep may be more likely to recommend or promote products for which MMLIS receives revenue sharing payments. MMLIS mitigates this conflict of interest by disclosing it to you. Structured Investments Only clients that meet certain criteria are eligible to invest in structured investments. MMLIS receives an upfront fee of up to .50% based on the value of the investment in the structured investment. This fee is built into the terms of the product and is disclosed in the prospectus that accompanies each structured investment. IA-Reps that have discretionary authority over a client’s account will also have discretion over any structured investment once the investment agreement and disclosure form have been completed and approved for the account. In addition to a fixed maturity, structured investments have two components: a note and a derivative. These products are not always FDIC insured, however; they may only be insured by the issuer and, thus, have the potential for loss of principal in the case of a liquidity crisis or other solvency problems with the issuing company. Investing in structured investments involves several risks, including, but not limited to, fluctuations in the price, level, or yield of underlying instruments; interest rates; complexity and credit quality. It also involves the risk of substantial loss of principal, limits on participation in any appreciation of the underlying instrument, limited liquidity, credit risk of the issuer, no dividend payment, and other unpredictable events. MMLIS limits clients from holding more than 30% of investable assets in structured products and 15% of investable assets in a single issuer of structured products. Discretionary and Non-Discretionary Management Options Clients participating in the Programs can either provide the Firm, through its IA-Reps, with discretionary trading authority or require that all securities orders receive the client’s pre-approval before they are placed, except as otherwise indicated in this Firm Brochure or the Program Agreement. The Firm, through the IA-Rep, will monitor client’s Account and, if appropriate (e.g., if market or economic conditions change), will either recommend or initiate changes to the client’s Account consistent with the Investment Objective for client’s Account, depending upon whether discretionary trading authority is being exercised over the Account. Any securities transaction in a client’s Account may constitute a taxable event to which capital gains or other taxes apply. Each client should therefore consult with his/her tax adviser. Discretionary Management The grant of discretionary authority to the Firm is provided through the Statement of Investment Selection (“SIS”) and the Program Agreement. If client grants the Firm discretionary trading authority on client’s Account, the IA-Rep assigned to the Account will effect trades in Eligible Program Securities on a discretionary basis for client’s Account in accordance with the Investment Objective for client’s Account. Accounts subject to the Employee Retirement Income Security Act (“ERISA”) are not eligible for discretionary management. For Accounts managed on a discretionary basis, the IA-Rep will have the ability to modify the client’s suggested target asset allocation within certain ranges, in its sole discretion. The IA-Rep will not be able to modify the Investment Objective for the client’s Account identified in the client’s Proposal and SIS without the client’s approval. For instance, if the client’s Proposal and SIS indicated that the Investment Objective for the client’s Account should be of a certain equity exposure (e.g. “Income with Limited Growth”) the IA-Rep will be unable to change the suggested target asset allocation such that the strategy implemented in the Account is one containing more equity exposure MI1611_AdvSelect 1025 Page 6 of 51  (e.g. “Growth”). Once the client’s asset allocation is established, the IA-Rep will buy and sell Eligible Program Securities for the client’s Account in such manner as IA-Rep deems advisable in the IA-Rep’s sole discretion subject to the Investment Objective for client’s Account and any reasonable restrictions the client has placed on the management of the Account. Non-Discretionary Management Clients in the Programs may opt for MMLIS to manage its account on a non-discretionary basis. Under the non-discretionary option, the IA-Rep will provide ongoing management services to the Account and provide the client recommendations regarding purchases and sales in Eligible Program Securities for its Account, but the IA-Rep will not have discretionary authority to implement such securities transactions without client approval. Other than structured notes, neither MMLIS nor the IA-Rep has discretion to buy or sell Alternative Investments in client’s Account even if a client has elected to provide the Firm with discretionary authority. Additional Information MMLIS, in its capacity as a registered broker-dealer, also acts as introducing broker for all transactions in Accounts. In order to effectuate trades under the Programs, clients must establish a brokerage account through the Firm with NFS, which will act as clearing firm and custodian for clients’ assets under the Programs. Accordingly, it is expected that trading activity in connection with the Programs will be effected through the Firm and cleared by NFS. However, if MMLIS reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including but not limited to net price, a broker other than NFS can be used for execution. In such instances, clients will be subject to fees and charges associated with the transaction that are in addition to the Client Fee (defined below under “Fees and Charges” of this Item 4). These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. For the period of January 1, 2024 through December 31, 2024, trades executed by an entity other than NFS represented less than 1% of all trades executed for the Advisor Select Program. NFS will act in its capacity as a clearing firm and perform centralized cashiering, bookkeeping and execution, clearing and settlement functions for all Accounts in the Programs. NFS will handle the delivery and receipt of securities purchased or sold in clients’ brokerage accounts, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. NFS will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and, if requested, written confirmations of trades executed through clients’ brokerage accounts. Clients should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. The Advisor Select Programs may be appropriate for those clients seeking ongoing investment advice from an IA-Rep or the Firm (as applicable). The Programs are not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial professional, or who are not looking for ongoing investment advice. Clients should understand that where MMLIS expressly agrees to act as an adviser, as it does under the Advisor Select Programs, the IA-Rep’s primary role is to provide advice. Where MMLIS acts solely as a broker, its primary role is to execute trades based on client instruction. MMLIS’s obligations are different when it acts as adviser and when it acts as broker. Clients should refer to the Firm’s Form CRS for additional information regarding the differences between advisory and brokerage relationships and discuss further with their IA-Rep, as appropriate. Clients should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as, account monitoring and investment advice). You should review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement, which you should also review. Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets under the Programs by requesting them through the Statement of Investment Selection (“SIS”). See Item 7 below for additional information about investment restrictions. MI1611_AdvSelect 1025 Page 7 of 51  I-A Reps may initiate tax harvesting transactions in certain client Accounts. Clients should discuss any tax harvesting needs with their IA-Rep and consult with their qualified independent tax advisor. MMLIS does not guarantee that any Client’s specific tax objectives will be accomplished. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or ERISA for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowledgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. Account Opening Process The IA-Rep will help determine whether the Program is appropriate for the client. The IA-Rep will provide the client account opening documents, disclosures and other documents necessary for the client to make an informed decision about participation in the Program, as well as the different management options available under the Program. If the client determines that the Program is appropriate given the client’s needs, the IA-Rep will obtain information about the client’s present investment objectives, risk tolerance and time horizon to determine a risk profile scoring (an “Investment Objective”) for client’s Account, and generate an Investment Strategy Proposal (“ISP”) and a Statement of Investment Selection (“SIS”). The Proposal and SIS recommend a sample asset allocation and corresponding securities for client’s Account based on the client’s Investment Objective. The IA-Rep will review the information in the ISP and the SIS with the client. The client is ultimately responsible for determining whether to participate in a Program. Client must approve an ISP and SIS prior to implementation. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions (“Program Agreement”), a separate agreement that governs the relationship among the client and MMLIS and sets forth the parties’ responsibilities and obligations with respect to the client’s Account. Envestnet Asset Management, Inc. (“Envestnet”) provides MMLIS with proprietary software that generates each client’s ISP and SIS. The IA-Rep also assists the client in completing any other documents required to open an account with the Firm, including any documents related to the brokerage services provided by MMLIS in connection with a client’s participation in a Program (“Brokerage Agreement”), accepts any inquiry from the client about the Program, coordinates the provision of responses to the client, and provides all Account opening documents, disclosures and other necessary documents. Information about ESG Your IA-Rep may consider ESG-related information (information that relates to environmental, social and governance practices, rankings and/or scores) when recommending investments for your account. The consideration of ESG-related information in the construction of your portfolio is not a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments in your portfolio will be met. Neither MMLIS nor your IA-Rep will manage or monitor your account on an ongoing basis from an ESG-related perspective. While certain holdings in the portfolio may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. The investment objective identified for your account is the primary guiding factor for how your account will be managed. In addition, where your portfolio (or a portion of your portfolio) is invested in a fund with an explicit ESG-related objective, the manager of the fund (not MMLIS) is responsible for managing your account (or portion of your account) according to the ESG-related objective. MI1611_AdvSelect 1025 Page 8 of 51  You should be aware that screening and selecting strategies and investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that a portfolio that was constructed with the consideration of ESG-related goals may generate lower financial returns than a portfolio that was not constructed with the consideration of ESG factors. For example, funds that incorporate ESG factors into the investment process may limit their exposure to certain types of investments. As a result, an investment in an ESG-focused fund may be less diversified relative to funds with similar strategies that do not have an ESG focus. Any ESG-related information that may be considered by MMLIS and your-IA-Rep when recommending investments is either provided by a third party or based on third-party research. ESG data is qualitative and subjective by nature, may evolve over time, may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate, and may not reflect the beliefs of some investors. It’s important to understand providers of ESG ratings will have differing recommendations, opinions, methodologies, scope and coverage. Neither MMLIS nor your IA-Rep has verified any ESG-related information provided by third parties. Account Maintenance IA-Reps manage clients’ Accounts and/or provide advice to each client based on the Investment Objective assigned to a client’s Account. IA-Reps can, but are not required to, create and maintain models to guide how they manage clients’ Accounts. IA-Reps can make a model available to multiple clients, or create customized models for specific clients. MMLIS utilizes portfolio guidelines (“Portfolio Guidelines”) that set the risk parameters for the investments that can be made in a particular Account, depending on the associated Investment Objective. There are five different Investment Objective classifications and a client’s Account will be assigned one of the five classifications based on client’s risk tolerance, time horizon and investment objectives. Each Investment Objective category has a different maximum equity allocation limit and no minimum equity allocation requirement. Each Account’s assigned Investment Objective determines the maximum equity allocation for the Account. The equity exposure of a client’s Account can decrease significantly and still be consistent with the risk tolerance assigned to that Account. The amount of equity in client’s Account can exceed the target maximum equity for the Investment Objective assigned to the Account so long as the Account does not exceed a maximum equity percentage. If client’s Account is identified as exceeding the pre-established equity threshold, MMLIS will evaluate client’s Account on an individual basis to determine if action is required. In addition to the Portfolio Guidelines, MMLIS establishes asset allocation and concentration parameters that are applicable to the Investment Objective selected by the client. MMLIS reserves the right to modify a client’s asset allocation and/or investments in order to comply with such parameters. Each client’s Account will have a portion of the assets maintained in cash in order to, among other things, pay the client’s fees. The Firm, in its capacity as broker-dealer, selects the cash investment vehicles for the cash investment style portion of client’s portfolio. Please see “Additional Information” below for additional information about the cash investment vehicles. Unsupervised Assets In limited circumstances, the Firm will treat certain assets in a client’s Account as “Unsupervised Assets.” Unsupervised Assets are excluded from the Account’s asset allocation and the calculation of client’s advisory fees, and are not monitored for purposes of the Portfolio Guidelines or asset allocation and concentration parameters. Unsupervised Assets are excluded from Program account minimums. Unsupervised Assets can be assets that are ineligible for the selected Program that the Firm is permitting a client to hold in client’s Account, or a client may designate a security as an Unsupervised Asset. Even if a client has selected non-discretionary management, MMLIS has discretion to designate any securities in a client’s Account that are ineligible for the selected Program (or cause client’s Account to be out of compliance with the Portfolio Guidelines or asset allocation and concentration parameters that apply to the Account) as Unsupervised Assets. Once a security has been designated as an Unsupervised Asset, all of client’s holdings in that particular security or cash investment style position will be designated as an Unsupervised Asset. Because Unsupervised Assets are not included in the calculation of advisory fees, the Firm and IA-Reps have an incentive to recommend to clients that they (and for IA-Reps to use their discretion to) sell Unsupervised Assets and invest the assets in securities that are included in the calculation of advisory fees. Assets that qualify for Fee Forgiveness (as defined below) may not be designated as Unsupervised Assets. MI1611_AdvSelect 1025 Page 9 of 51  As of December 1, 2024, other than cash alternatives (money market funds, certificates of deposit, and treasury bills) that have been designated as Unsupervised Assets, IA-Reps do not have discretion over Unsupervised Assets and may not introduce Unsupervised Assets into the asset allocation for an Account or sell an Unsupervised Asset without a client’s prior approval. IA-Reps will have discretion over cash alternatives that have been designated as Unsupervised Assets and may incorporate these assets into the asset allocation for the Account or sell such assets without a client’s prior approval. Once Unsupervised Assets are incorporated into the asset allocation for an account, they are no longer considered Unsupervised Assets and are included in the calculation of advisory fees and account monitoring. Fee Forgiveness When a client contributes assets to its Account from a previously established MMLIS brokerage account or contributes mutual funds for which MMLIS is the broker-dealer of record (either from the redemption of such assets and mutual funds or the assets and mutual funds themselves) such clients may be eligible for “Fee Forgiveness.” The Advisory Fee may be reduced for a period of time to take into account the cost of certain sales charges previously paid by the client or to be paid upon redemption. Fee Forgiveness is not available for assets for which MMLIS is not the broker-dealer of record. In addition, sales charges previously paid by the client will only be taken into account for Fee Forgiveness to the extent the client paid such sales charges in the previous two years (for A-share mutual funds) or previous 13 months (for C-share mutual funds, stocks, bonds, options and ETFs) and MMLIS was the broker-dealer of record for the mutual funds or applicable brokerage account at the time client paid the sales charges. Please note that in certain circumstances, proceeds from a client’s liquidated assets eligible for Fee Forgiveness can become commingled with other cash owned by the client. When the commingled funds are used to purchase assets contributed to client’s Account, MMLIS is under no obligation to apply Fee Forgiveness unless client can demonstrate that the eligible funds were utilized for the purchase. If you believe Fee Forgiveness should apply to a particular account or transaction, please contact your IA-Rep. If the Account is fully disbursed before the Fee Forgiveness has been fully applied, the Fee Forgiveness associated with such assets will be discontinued and any remaining fees associated with such assets scheduled to be forgiven will not be forgiven. Fee Forgiveness is available only while a client’s Account is open. If the Account is terminated for any reason, any remaining fees scheduled to be forgiven will not be forgiven. Additional details regarding Fee Forgiveness can be found in the Program Agreement. For a description of the ongoing services that the Firm provides under this Program, please see Item 9 of this Firm Brochure. Additional Information MMLIS Sweep Program MMLIS provides “cash sweep” programs (each, a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected investment option each business day. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the Advisor Select Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the Advisor Select Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. MI1611_AdvSelect 1025 Page 10 of 51  Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you MI1611_AdvSelect 1025 Page 11 of 51  maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the Advisor Select programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the Advisor Select Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. Mutual Funds Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other shares classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available to MMLIS for the Programs. In addition, only the mutual fund shares classes that are available on NFS’ platform are available in the Programs. MMLIS will from time-to-time request that NFS add certain lower cost mutual fund share classes to its platform, as they are made available by particular mutual funds, if not already available on the platform. While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. As a general matter, MMLIS only makes one share class of a particular fund available for purchase at a given time in each Program. MMLIS will periodically review the universe of share classes that it offers in light of share classes that become available to MMLIS. If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will make such share class available within the Programs. MMLIS will then convert any holders of such mutual fund to the more favorable share class. MMLIS has discretion to change a client’s share classes at any time, as it deems appropriate. There may be transitional periods when a more expensive share class of a particular fund is held within a client’s Account prior to being converted to a lower cost share class. In addition, if a client would be charged a fee by the mutual fund company to convert to the newly available share class, or under other circumstances as MMLIS may determine, MMLIS may refrain from converting the applicable client’s share class. MI1611_AdvSelect 1025 Page 12 of 51  The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. However, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Clients should contact their IA-Rep for more information about share classes and share class eligibility. As an accommodation to clients, a client’s existing mutual fund positions (excluding B and C-share mutual funds) held outside of a Program, may be transferred into and held in client’s Account. Such transferred positions will be included in the calculation of fees applicable to the Account so long as such assets remain in the Account. As with all other types of assets, and as further discussed below, in instances where the Firm receives distribution fees associated with a client Account, the Firm credits client Accounts an amount equal to any such distribution fees the Firm receives on such assets held in the Account in order to offset Client Fees. To the extent that a more favorable share class is available within the Program, MMLIS will typically convert such positions to the more favorable share class after transfer. Clients should consider all relevant factors before contributing mutual fund shares to a Program, including the fact that clients may have paid a front-end sales charge, and any applicable contingent deferred sales charges or redemption fees will remain the client’s responsibility and will be in addition to the Client Fee. Clients should also consider that the contributed mutual fund shares may not be the lowest cost share class available. Certain mutual funds may offer only one class of shares, while other mutual funds may offer multiple share classes which are available for investment based upon certain eligibility and/or purchase requirements. Mutual funds often permit the conversion of shares from one class to another, subject to certain conditions as determined by the mutual fund. If clients contribute or hold mutual fund shares that the Firm deems to be ineligible for the Program, such shares will be converted into a class of shares of the same mutual fund the Firm deems to be Eligible Program Securities, and will be subject to the Client Fee; depending on a client’s circumstances, the client could be subject to higher expenses overall once the shares convert to a class the Firm deems to be Eligible Program Securities. The Firm may not elect to convert particular share classes of a mutual fund if, for example, there is no equivalent class eligible for the Program or other circumstances as the Firm may determine. Prior to contributing any mutual fund shares to a client’s Account, the client should discuss the impact of a conversion of these shares with an IA-Rep. If the client does not want mutual fund shares converted, the client should not contribute such shares to its Account. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’s NTF or iNTF programs (no transaction fee) or TF (transaction fee) program, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’s platform, and one share class a mutual fund can be part of a program (the NTF program, for example) while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s Account is invested in certain mutual funds, as NFS shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the Programs that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. Mutual fund share classes that are part of NFS’s NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the Programs regardless of whether the share classes are in NFS’s NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. MI1611_AdvSelect 1025 Page 13 of 51  The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS. Specifically, MMLIS has an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if these mutual fund share classes are more expensive for clients. MMLIS has a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s Account for any revenue share payments the Firm receives in connection with that Account. These conflicts are mitigated in several ways. IA-Reps do not receive any of the revenue share payments that NFS pays to MMLIS, and IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes they select or recommend to clients. Additionally, MMLIS makes only one share class of a mutual fund available for purchase as an investment option in each Program and MMLIS endeavors for the available share class to be the least expensive share class of a mutual fund available for advisory programs through NFS, such as the “Institutional,” “Advisory,” or “Clean” share class of a mutual fund. If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will seek to make such share class available within the Programs and, as previously discussed in more detail, will convert any holders of such mutual fund to the more favorable share class. However, clients should be aware that MMLIS will not be able to make such share classes available within the Programs, or convert Accounts to a more favorable share class, immediately or within any specified time period. MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in accounts in the Programs, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS. MMLIS has an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS also has an incentive to maintain client assets in the Programs in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s Account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such Account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s Account. These conflicts are mitigated in several ways. IA-Reps do not receive any benefit if MMLIS pays lower fees to NFS and IA-Reps do not receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. In addition, MMLIS makes only one share class of a mutual fund available for purchase as an investment option in each Program and MMLIS endeavors for the available share class to be the least expensive share class of a mutual fund (available for advisory programs through NFS). If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will seek to make such share class available within the Programs and, as previously discussed in more detail, will convert any holders of such mutual fund to the more favorable share class. However, clients should be aware that MMLIS will not be able to make such share classes available within the Programs, or convert Accounts to a more favorable share class, immediately or within any specified time period. Tender Funds Prior to January 1, 2024, tender funds were excluded from an Account’s asset allocation for purposes of rebalancing. Tender funds are now included in the Account’s asset allocation for purposes of rebalancing and assessing the account’s deviation from any applicable Portfolio Guidelines and asset allocation and concentration parameters. This inclusion will not result in the trading of tender funds through Envestnet, but the remainder of the account will rebalance around their allocation. MI1611_AdvSelect 1025 Page 14 of 51  Securities Backed Lending Programs The Firm contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their Account as collateral and must enter into an SBL agreement directly with the financial institution providing the SBL (the “Loan Provider”). Client should fully understand the following before using assets in an Account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for MMLIS and IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program. • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The Firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative SBL provider, maintain loan balances for longer periods of time and increase the draw down amount of a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. • The client will not be permitted to withdraw any of the assets in the Account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the Client Fee and other fees charged to the client’s Account for services provided under a Program. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the Account to meet the SBL requirements. • The Loan Provider can sell (or direct the Firm to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an Account are liquidated or sold to meet a call. Forced liquidation of assets in an Account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the Account and the ability of the Advisor to manage the Account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither the Firm nor the Firm’s IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an Account to meet an SBL demand or call. • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 9 – “Additional Compensation Related to Advisory Activities and Referral Arrangements” for information about the Conference Partner Program and associated conflicts of interest. MI1611_AdvSelect 1025 Page 15 of 51  Fully-Paid Lending Program Eligible clients may participate in the Fully-Paid Lending Program offered by Fidelity Capital Markets (“FCM”). In this program, clients lend eligible securities in exchange for an interest rate-based lending fee. In order to participate, clients must execute a Lending Agreement with FCM. In the agreement, clients agree to waive their voting rights for any loaned securities. Clients may terminate the Lending Agreement at any time. FCM determines the lending fee through a number of factors, including a security’s relative value in the overall lending market, borrowing demand for the security, lendable supply of the security, short interest in the security, and other market conditions. Lending fees accrue daily and are credited to the client’s account automatically on a monthly basis. MMLIS or your IA-Rep may liquidate securities subject to a Lending Agreement for any reason, including to make cash available to pay fees. When loaned securities are liquidated, the lending fees for such securities will be terminated. Clients should refer to the Lending Agreement for additional information. Cash Management Features MMLIS makes available two cash management features for client Accounts: Protected Cash and Pending Distribution. If you or your IA-Rep designate cash in your Account to one of these features, such amount will be removed from your Account’s asset allocation. Any amounts designated to Protected Cash will be charged a negotiable annual fee ranging from 0.06% to 0.36%. Any amounts designated to Pending Distribution will be charged the Client Fee. The Protected Cash feature may be used to remove an amount from your Account’s allocation and hold such amount as cash for a certain period of time. The Pending Distribution feature is generally used to set aside cash for expected withdrawals. Any amounts designated as Protected Cash or Pending Distribution will utilize the designated sweep option for your account’s Program. Since MMLIS earns revenue on sweep options, MMLIS and your IA-Rep have a conflict of interest to recommend use of the Protected Cash and Pending Distribution features. Please refer to the section titled “MMLIS Sweep Program” for more information regarding conflicts of interest associated with the designated sweep option for your account. If client assets have been held in Protected Cash for a prolonged period of time (as determined by the Firm), the Firm will have the ability to purchase a money market security with such assets and the money market security will be held as an Unsupervised Asset. Cash that has been moved form Protected Cash to a money market security is no longer FDIC-protected. If a client wishes to hold more assets in their Account in cash or cash alternatives than is consistent with the Account’s concentration parameters, clients can request for these assets to be designated as Unsupervised Assets. Since cash and cash alternatives are not included in the calculation of the fee MMLIS pays to NFS, MMLIS and IA-Reps have an incentive to recommend use of the Protected Cash and Pending Distribution features and to recommend that clients designate (or use their discretion to designate) assets held in cash or cash alternatives as Unsupervised Assets. Please refer to the section above in this Item 4 entitled “MMLIS Fee to NFS” for additional information about this conflict of interest. Please also refer to the section below in this Item 4 entitled “Fees and Charges – Overview” for information about the Execution, Clearing and Custody Fee and conflicts related to the difference between the amount of this fee and the amount of the fee that MMLIS pays to NFS. Fees and Charges Overview Clients will pay an annual fee to MMLIS, the “Client Fee,” for the services provided under the Programs. The services include the brokerage and advisory services provided by the Firm and the IA-Rep, the technology related services provided by Envestnet, the brokerage services involved in purchasing and selling the securities in a client’s Account, and the custodial and clearing services provided by NFS. The Client Fee will be paid in advance, on a monthly basis. MI1611_AdvSelect 1025 Page 16 of 51  The Client Fee includes an Execution, Clearing and Custody Fee of 0.06% and a negotiable Advisory Fee up to a maximum of 1.54%. The fee rates for the Execution, Clearing and Custody Fee and the Advisory Fee are assessed against all assets that are invested in a client’s Account, (other than Unsupervised Assets), including any portion of the assets maintained in cash or other short-term investments. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS receives from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. IA-Reps do not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase your investment in your advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives that are excluded from the calculation of certain fees MMLIS pays to NFS. The Advisory Fee can include breakpoints in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). Information about the Client Fee and the breakpoint schedule for a specific client is provided in the SIS. IA-Reps have an incentive not to include breakpoints in the Advisory Fee as the rate of the Advisory Fee will decrease as the assets in a client’s Account increase. In addition, an IA-Rep may charge a fee lower than the negotiated Advisory Fee for a specific investment held in a client’s Account. The Advisory Fee is paid to MMLIS. MMLIS will pay a portion of the Advisory Fee to the IA-Rep after application of the compensation schedule and Administrative Assessment described below under “Additional Information about the Advisory Fee.” Assets that have been designated to the Protected Cash feature will have a different fee schedule, as described above in “Cash Management Features.” Assets that have been invested in tender funds may have a different fee schedule. Originally, tender funds had a fee schedule of 0.06% to 0.56%, in May 2023 the fee schedule range changed to 0.06% to 0.81%, and as of January 1, 2024 the fee range became 0.06% through 1.60%. Other Information about the Client Fee Clients may purchase the same or similar securities without paying the Client Fee or may pay less than the Client Fee if such securities were purchased outside of a Program. Thus, in some cases, it may be more cost efficient for clients to purchase securities outside of the Programs. However, clients will not receive the services provided under the Programs if they choose to do so. The Client Fee a client pays may be higher than those charged by the Firm for other advisory programs offered through the Firm, or higher than those charged by other sponsors of comparable programs. Fees charged for similar services often vary by office and by IA-Rep. Certain IA-Reps provide comparable services for fees that are different from those charged by other IA-Reps, and some IA-Reps charge higher fees than other IA-Reps for similar services. The Firm reserves the right to reduce the Client Fee for employees, associated persons, agents, or independent contractors of the Firm or its affiliates and their immediate family members or for any other person for any other reason at its discretion. MI1611_AdvSelect 1025 Page 17 of 51  The Client Fee will be calculated in accordance with the Program Agreement. The Custodian is responsible for deducting the Client Fee from client’s Account in accordance with the Program Agreement. The mutual funds that are investment options in the Programs are “no load” or “load” waived mutual funds, meaning the sales charges associated with mutual funds will not be charged to clients. The Client Fee creates an incentive for MMLIS and IA-Reps to recommend the Programs over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS and, because the amount of the Client Fee increases as the amount of assets in the account increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. Third-Party Advisory Programs are advisory programs for which a client enters into an investment advisory agreement with an investment adviser other than MMLIS and a broker-dealer other than MMLIS acts as the introducing broker-dealer. Additional information about the Advisory Fee is provided below under “Additional Information about the Advisory Fee.” Breakpoints and Account Aggregation When negotiating client account fees, IA-Reps may consider the amount of assets an IA-Rep manages for a client (or group of clients) across one or multiple accounts. An IA-Rep can include breakpoints in the Advisory Fee in one of two ways. Either a lower fee) will apply to assets in a client’s Account that are above a certain amount, (a tiered Advisory Fee), or a lower fee) will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold, (a linear Advisory Fee). In connection with negotiating client account fees, a client can request that the IA-Rep “household” or combine multiple eligible client accounts together for purposes of calculating the Advisory Fee. Fee householding can result in lower overall fees if the aggregate household value is high enough to qualify for lower fee breakpoints. It is the client’s responsibility to inform their IA-Rep about accounts that could be aggregated for purposes of calculating the Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client account in the client’s “household” for any reason, at any time, in their sole discretion. Special tax rules apply to qualified retirement accounts that limit the ability to include their assets in a “household” for purposes of lowering Advisory Fees. Clients should consult with their tax advisor as improper aggregation can result in tax penalties for a client. Clients should review their accounts and inform their IA-Reps or MMLIS if a client believes their retirement account is being improperly aggregated. IA-Reps have an incentive not to include breakpoints in the Advisory Fee (or to household accounts together for purposes of calculating the Advisory Fee) as the rate of the Advisory Fee will decrease as the assets in a client’s Account (or household accounts) increase. IA-Reps have different practices for negotiating client account fees and there is no guarantee that the fee schedule for your account will include breakpoints or that your account will be aggregated with other accounts for the purpose of calculating the Advisory Fee for your account. Moreover, the Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Advisory Fee will vary among IA-Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. Additional Client Fees Each client Account is subject to an annual fee of $20, which is charged at the end of June, unless the Account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 9 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client Accounts are subject to the following brokerage account termination fees (the “Termination Fees”): • Retirement Accounts — $125 • All Other Accounts (if transferred to a different firm) — $50 MI1611_AdvSelect 1025 Page 18 of 51  Termination Fees are deducted from the Account at termination. The Client Fee does not include Termination Fees. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. If NFS charges a recurring annual fee for any alternative investments (or other asset type, including any Unsupervised Assets), these fees will be paid by the client and are in addition to the Client Fee. NFS currently charges $35 per position for registered alternative investments and $125 per position for unregistered alternative investments annually. These custody and valuation fees are capped at $500 per account, per year. Clients will sign a separate agreement with NFS describing these fees if such investments will be included in a client’s Account. Additional Information about the Advisory Fee As previously described, IA-Reps are compensated with a portion of the Client Fee. The final net compensation received by the IA-Rep is subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule varies monthly based on the IA-Rep’s earnings in the previous twelve months. The compensation schedule is also impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor proprietary advisory programs over other advisory programs. Finally, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MMLIS incurs various administrative costs associated with offering the Programs. MMLIS keeps and utilizes a portion of the Advisory Fee (an “Administrative Assessment”) to pay for such administrative costs. MMLIS utilizes a fee schedule to determine the amount of the Administrative Assessment and the amount of the Advisory Fee that will be paid to the IA-Rep. The Firm has an incentive program where MMLIS will pay an IA-Rep a larger portion of the Advisory Fee and keep less of the Advisory Fee to cover its administrative costs based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB. The IA-Rep is not entitled to any portion of the Advisory Fee other than that portion determined by MMLIS in its sole discretion after application of the compensation schedule and Administrative Assessment. MI1611_AdvSelect 1025 Page 19 of 51  These incentive programs create a conflict of interest and an incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. In addition, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, these incentive programs do not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, pursuant to this incentive program, certain IA-Reps are paid almost all of the Advisory Fee. MMLIS does not utilize an Administrative Assessment for the products and services it offers other than for the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS. The Administrative Assessment creates an incentive for MMLIS to recommend these advisory programs (including the Programs) to clients over third-party advisory programs and other types of accounts or services offered by MMLIS. Other Fees and Expenses The Client Fee does not include certain other fees and charges such as any fees imposed by the SEC, fees resulting from any special requests client may have, fees or commissions for securities transactions (including without limitation dealer mark-ups or mark-downs) that are not executed through MMLIS and cleared by the Custodian, or costs associated with temporary investment of client funds in a money market account. In addition, when applicable, NFS charges additional miscellaneous fees (including, but not limited to, ACAT fees, international trading, international taxes and custody fees). Fees will not be charged on the basis of a share of capital gains or capital appreciation of a client’s funds or any portion of a client’s funds. Other costs that are charged to the client, when applicable, and that are not part of the Client Fee include spreads paid to market-makers, exchange fees, and other fees and charges customary to securities brokerage accounts. The Client Fee also does not include the internal management, operating or distribution fees or expenses imposed or incurred by a mutual fund, ETF, pooled investment vehicle, or alternative investment held in a client’s Account. If a client’s assets are invested in any mutual funds, ETFs, or alternative investments, in addition to the Client Fee, client will incur the internal management and operating fees and expenses, which may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client’s assets) and other fees and expenses that may be assessed by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Further information regarding charges and fees assessed are discussed in the appropriate prospectus, private placement memorandum, annual report, other disclosure document and/ or custodial agreement applicable to the corresponding investment vehicle (“Disclosure Documents”). Clients should review the Disclosure Documents of the mutual funds, ETFs, UITs, and alternative investments held in their Account. As indicated above, the Firm also serves as the broker-dealer for client Accounts under the Programs. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. This compensation to the Firm from such mutual funds is in addition to the advisory and other fees the Firm receives under the Programs. This compensation creates a financial incentive for the Firm to recommend for clients to invest in mutual funds that pay 12b-1 fees. In order to mitigate this conflict, when available, the Firm seeks to offer share classes of mutual funds that do not have 12b-1 fees. In addition, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Further information regarding these fees and other charges assessed by mutual funds may be found in the applicable mutual fund prospectus. In order to effectuate trades under a Program, clients need to establish a brokerage account through the Firm with the Custodian, which will act as clearing firm and custodian for clients’ assets under the Programs. Accordingly, it is expected that transactions for the purchase and/or sale of securities and other investments for client’s Accounts will be effected MI1611_AdvSelect 1025 Page 20 of 51  through MMLIS and cleared by the Custodian. However, if MMLIS reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including the net price, a broker other than the Custodian can be used for execution. In such instances, clients will be subject to transaction costs and fees that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. For the period of January 1, 2024 through December 31, 2024, trades executed by an entity other than NFS represented less than 1% of all trades executed for the Advisor Select Program. Trustees may also charge ERISA Accounts additional fees. As noted above, clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available in a Program. MMLIS retains discretion to change the mutual fund share class in a client’s Account at any time. Payment of Fees and Expenses Upon acceptance of the Brokerage Agreement, the Program Agreement and the Account being funded at the “Required Account Opening Amount,” which is the greater of (i) an amount at or above the Program minimum, unless waived by the Firm, or (ii) an amount at or near the investment amount identified in the ISP which was agreed upon between the client and the IA-Rep, clients pay an initial Client Fee that is based on the initial market value of the Account. The first payment is prorated to cover the period from the date the Account is opened through the end of the current calendar month. Thereafter, the monthly Client Fee is paid at the beginning of each calendar month for such month. The monthly Client Fee is based on the fair market value of the assets in the Account (which includes any assets in the cash asset class) on the last business day of the preceding calendar month as calculated in accordance with the Program Agreement and as described above. Please see Item 5 below for information about the Program minimum. Clients also are subject to a Client Fee for any additional lump sum contribution(s) in a calendar month equal to or greater than $10,000. Such clients will pay for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution equal to or greater than $10,000. Payment of the Client Fee will be made in the month following any such contribution and will be based on the amount of the contribution. Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures, and when any applicable product issuers provide the proceeds from the redemption. All withdrawals are first funded from the amount in the client’s cash sweep option. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied by redeeming securities in the client’s Account. Withdrawals may have tax consequences such as capital gains taxes, the sale of securities or other assets in or outside of the cash sweep option or other cash balances may trigger taxable event, to which capital gains (or other) taxes apply. For Accounts with check writing and/or debit cards, if the amount of a check or a debit card charge is greater than the amount maintained in the cash sweep option, the check or the debit card charge will not be honored. MMLIS will adjust or refund Client Fees paid by client that are attributable to partial withdrawals equal to or greater than $10,000 that client made during any calendar month. MMLIS will refund such clients for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of a partial withdrawal equal to or greater than $10,000. Payment of such refund will be made in the month following any such withdrawal and will be based on the amount of the withdrawal. If an Account is terminated, MMLIS will refund to clients a pro rata portion of any pre-paid, but unearned Client Fee for the current month. The amount refunded to clients will be based on the number of days remaining in the month after the date of termination. Clients pay the Client Fee and other applicable fees and expenses by instructing NFS through the Program Agreement to automatically debit the Client Fee, and applicable fees and charges (collectively “Expenses”), from their Account. The MI1611_AdvSelect 1025 Page 21 of 51  amount debited to pay the Expenses will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. If client’s Account does not have enough cash to pay for the Client Fee, account debit balances or other charges, the Firm will, in accordance with the Program Agreement, sell any Account assets it deems appropriate to make such cash available. In such cases, client may face a taxable event, to which capital gains (or other) taxes may apply. This aspect of the Programs applies regardless of whether client selects the discretionary or non-discretionary management option. Termination The Program Agreement will continue in effect until terminated by either the client or the Firm in accordance with the termination provisions of the Program Agreement. MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, the Firm may retain amounts in a client’s Account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. Options Overlay Service MMLIS provides options hedging services to certain advisory clients through its Wealth Management Hedging Desk. If a client elects to utilize this service (the “Options Overlay Service”), the hedged positions are held in an account in the Advisor Select Program. Clients enter into an Options Overlay Services Agreement with MMLIS, which supplements the Program Agreement and provides information about the fees and risks associated with options hedging strategies. In the Options Overlay Services Agreement, the client grants discretion to MMLIS to manage the hedging strategy for client’s account. In addition to the Execution, Clearing and Custody Fee and the Advisory Fee, a client that elects to utilize the Options Overlay Service pays a negotiable Options Overlay Services Fee of up to 0.50% on the hedged assets in client’s Account. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS MMLIS provides investment advisory services through the Programs to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts and different types of retirement accounts, including SEP, Simple, and traditional IRAs. In addition to the required Program Agreement, Brokerage Agreement, and completed SIS some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an Account. The Brokerage Agreement governs the brokerage services provided by MMLIS in connection with a client’s participation in a Program. Before a client’s Account can be invested in an alternative investment, clients will be required to enter into additional agreements with MMLIS and/or the product sponsor. Only clients that meet certain criteria (such as minimum net worth) will be eligible to invest in alternative investments in their Accounts. The minimum initial funding to open an Account in a Program, unless the minimum is waived, is $5,000. Clients may make additional contributions to their Account at any time. Clients may fund contributions to a Program with cash or securities. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. Accounts cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds. Initial asset value less than the Required Account Opening Amount will not be managed under the Programs but will be placed in the cash sweep option until the asset value reaches the Required Account Opening Amount. Once the Required Account Opening Amount is reached, client assets will then be invested. MI1611_AdvSelect 1025 Page 22 of 51  Additional funds deposited into an Account will be invested in accordance with the Program Agreement as soon as such funds are free and clear for deposit. If an Account falls below the account minimum requirement at any time and for any reason, the Firm may, in its discretion, close the Account and transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm on its brokerage accounts. If a client contributes securities to an Account, the Firm has the right to liquidate those securities holdings in its sole discretion, provided that such securities transferred into an Account where the client has not granted the Firm discretion will only be liquidated upon direction from the client. Notwithstanding the foregoing, if the securities are not Eligible Program Securities, the Firm has the right to liquidate the securities even if the client has not granted the Firm discretion. Clients should be aware that a reasonable amount of time is necessary for the Firm to execute such trades. Clients should consider the cost, if any, of sales charges previously paid or to be paid upon such redemption, which are in addition to the Client Fee paid under the Program. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor before making any redemptions. If a client owns shares of a security outside of a Program that can be accepted into a Program and wants to transfer such shares into the Program, MMLIS will rebalance the client’s Account in accordance with the client’s Portfolio Guidelines, if necessary; provided that if client has not granted the Firm discretion, client’s Account will be rebalanced only upon direction from client. This means that if all of the shares of the securities cannot be transferred into the Account without causing the client’s Account to be out of balance with the selected Investment Objective for client’s Account, those shares that would cause the client’s Account to be out of balance will be sold by MMLIS at its discretion. The proceeds of the sale will be used to purchase other securities consistent with the client’s Investment Objective. Since transferring shares of a security held outside a Program into the Program may trigger sales of securities in the Account, such transfers may result in a taxable event in which capital gains or other taxes apply. Clients therefore should consult with a tax professional before initiating the transfer. If client seeks to transfer a mutual fund into the Account held in a share class not offered through a Program, if possible, MMLIS will convert such shares into the appropriate share class available under the Program. Transferring securities held outside a Program into a Program may result in a taxable event to which capital gains or other taxes apply. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION The Firm, through its IA-Reps, provides clients with the advisory services described in Item 4 of this Firm Brochure. MMLIS utilizes its own due diligence and/or the services of a third-party due diligence service provider in compiling its eligible list of mutual funds and ETFs. MMLIS relies on due diligence performed on the overall fund family and considers a variety of factors such as management, longevity, performance, compliance, and operations. In addition, MMLIS monitors (using its own research and the research of third parties) the mutual funds and ETFs available in the Programs, including as it relates to available share classes. MMLIS engages in similar due diligence and ongoing monitoring for UITs and alternative investments. MMLIS also determines a list of appropriate research sources that MMLIS IA-Reps are required to use for research recommendations when evaluating individual equity securities for purchase. Notwithstanding the Firm’s review processes, clients should be aware that investing in securities through the Programs is subject to market risk and possible loss of principal. The purpose of each screening process is to identify investment options that satisfy certain minimum investment criteria. For information regarding the mutual funds and ETFs available under the Programs, including any associated fees, please read the prospectus of each particular mutual fund and ETF. For information regarding UITs and alternative investments available in the Advisor Select Program, please read the prospectus or other disclosure document of each particular investment. Each IA-Rep manages, on the Firm’s behalf, client assets in an Account by employing his or her own investment strategy and methods of analysis, which may or may not include one or a combination of the following techniques: review of third-party research reports, use of model investment portfolios, and the use of qualitative and quantitative analysis to review securities. IA-Reps are available to answer any questions that a client may have with respect to how client’s Account is managed. MI1611_AdvSelect 1025 Page 23 of 51  IA-Rep Prerequisites In order to become an IA-Rep of the Firm and provide services to clients under the Programs on behalf of the Firm, the IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Firm Brochure. In addition, each of the Eligible Program Securities have different licensing requirements. Once an IA-Rep has been approved to provide advisory services under a Program, the IA-Rep must annually certify that the IA-Rep continues to comply with the Firm’s policies and procedures. If an IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by the Firm to another qualified IA-Rep, who will service client’s account on the Firm’s behalf. Clients will be informed if their account is assigned to another IA-Rep. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS As described in Item 4, the information that client supplies to the IA-Rep, the SIS and any other documentation provided by the client is used by the Firm and its IA-Reps to provide the client with investment advisory services under the Programs. A client has the obligation to inform the IA-Rep of any change in client’s financial and personal circumstances that may have a material impact on the management of their Account. For Accounts where client has granted MMLIS investment discretion, client has the opportunity to impose reasonable investment restrictions applicable to their assets by identifying them on the SIS. Investment restrictions must be reasonable, as determined by MMLIS, and must be complete and consistent with applicable law. MMLIS observes the investment restrictions that a client provides in the SIS, if deemed reasonable. Clients may impose new, or modify any existing, investment restrictions on the investments in their Account at any time by contacting their IA-Rep. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients have access to their IA-Rep for information on their Account. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares MI1611_AdvSelect 1025 Page 24 of 51  with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the MI1611_AdvSelect 1025 Page 25 of 51  transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third-party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MI1611_AdvSelect 1025 Page 26 of 51  MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered representatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MATERIAL RISKS Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Account due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by participating in a Program. Clients should read carefully a copy of the current prospectus, or other disclosure documents, associated with securities prior to investing. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with the securities. The investment returns on a client Account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in a Program. MI1611_AdvSelect 1025 Page 27 of 51  The Firm and its IA-Reps do not provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. Given the wide range of investments in which a client’s Account may be invested, there is similarly a very wide range of risks to which a client’s assets may be exposed. This Firm Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which Accounts may invest. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with the Programs: Your Account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IA-Rep may recommend a focused or completion model primarily to complement an existing investment strategy. All strategies implemented by MMLIS involve a risk of loss that clients should be prepared to bear. Acts of God and Geopolitical Risks — The performance of an Account could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on MMLIS, clients, Accounts, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, MMLIS’ ability to source, manage and divest investments, and MMLIS’ ability to achieve clients’ investment objectives, ultimately resulting in significant losses to the Account. In addition, there is a risk that a disruption will significantly impact, or even temporarily or permanently halt, MMLIS’ operations and/or the operations of any underlying portfolio funds and companies. Asset Allocation Risk — Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet the client’s investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. The client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change. There are risks associated with asset allocation. One such risk is that the client may not participate in sharp increases in a particular security, industry or market sector. Clients with an asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short-term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. Clients with a tactical asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of the client’s portfolio vary significantly and is likely to vary from the Investment Objective selected for the Account. There is no guaranty a tactical asset allocation will correctly predict or track market movements or that it will provide MI1611_AdvSelect 1025 Page 28 of 51  comparable returns or decreased volatility relative to traditional strategic asset allocation programs. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that the client will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies, but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks, including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Closed-End Funds: Interval and Tender Funds – Clients should be aware that closed-end funds available within the Programs may not give investors the right to redeem their shares, and a secondary market may not exist. Therefore, MMLIS may be unable to liquidate all or a portion of shares in these types of funds in an Account. Interval funds will provide limited liquidity to shareholders by offering to repurchase a limited amount of shares on a periodic basis, but there is no guarantee that MMLIS will be able to sell all of the shares in any particular repurchase offer. The repurchase offer program may be suspended under certain circumstances. Tender funds are typically invested in bank loans, not securities. Unlike interval funds, tender funds are not obligated to offer to repurchase shares. Tender Funds have specific redemption dates (i.e., quarterly), which are announced approximately three weeks before the tender trade date. MMLIS can only place sell orders on the actual tender date. Clients should be aware that MMLIS will continue to charge advisory fees on assets invested in Interval and Tender Funds even during periods of limited liquidity. Convertible and Preferred Securities — Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible securities may be more sensitive to changes in interest rates than stocks. Convertible securities may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due. Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as to perceptions of the creditworthiness and business prospects of individual issuers. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. An Account that deals with counterparties in the investment of its assets may be subject to credit risk, including Accounts that invest in private credit (credit not issued by a bank or traded on the public markets). Cryptocurrency Exchange-Traded Products — The SEC has approved certain cryptocurrency exchange-traded products (“ETPs”) that are listed and traded on national securities exchanges. Currently, the approved ETPs hold Bitcoin or Ethereum as the underlying cryptocurrency. Cryptocurrencies are not legal tender in, and are not backed by the government of, the United States. The value of cryptocurrencies can be highly volatile as the prices are based on supply and demand and their perceived value, which are subject to change. Because cryptocurrency ETPs hold only the underlying cryptocurrency and cash, an investment in the ETPs may be more volatile than an investment in a more-broadly diversified portfolio. Various factors might cause the price of cryptocurrencies to drop precipitously, including, but not limited to, changes in preferences for competing cryptocurrencies, regulatory changes, technological MI1611_AdvSelect 1025 Page 29 of 51  issues, and malicious activity. For example, the price of cryptocurrencies might be affected by a decline or cessation in the adoption and use of cryptocurrencies; the lack of expansion of cryptocurrencies into retail and commercial markets; or market participants developing a preference for particular cryptocurrencies. In the United States, cryptocurrencies are not subject to federal regulation, although they might be regulated by state regulatory authorities. It is possible that the federal government or additional state regulatory authorities adopt laws and regulations that affect cryptocurrencies and their users. In addition, cryptocurrencies trade on largely unregulated exchanges that are not subject to the same regulatory guardrails as regulated exchanges; can be subject to greater risk of fraud (e.g., potential market manipulation) and failure than regulated exchanges; and might not be required to protect customers or their markets to the same extent as regulated exchanges. In addition, exchanges are susceptible to service interruptions and cybersecurity threats and breaches, which can result in the theft or loss of cryptocurrencies and a decline in the value of cryptocurrencies. Depositary Receipts Risk — Depositary receipts, such as ADRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. Duration Risk — Longer-term securities in which an Account may invest tend to be more volatile than short-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates, and therefore may experience greater volatility, than a portfolio with a shorter average portfolio duration. Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. Exchange-Traded Funds (ETFs) Risk — ETFs are typically structured as either open-end mutual funds or as unit investment trusts (UITs) (see separate risk factor. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying securities. ETFs are also subject to risks relating to market trading, including the potential for lack of an active market for ETF shares and significant market disruptions. Although ETF shares are listed on a national securities exchange, it is possible that an active trading market may not develop or be maintained, particularly during times of severe market disruption. If ETF shares need to be sold when trading markets are not properly functioning, they may be sold at a significant discount to their net asset value (NAV), or it may not be possible to sell them in the secondary market. Market and other disruptions also make it difficult for the ETF to accurately price its investments, thereby affecting the ETF’s price and performance. Similarly, an exchange or other markets may issue trading halts on specific securities or derivatives, which will affect the ability of the ETF to buy or sell certain securities or derivatives. In such circumstances, the ETF may be unable to rebalance its portfolio or accurately price its investments and may incur substantial trading losses. ETFs that seek to track the performance of a specified underlying index (“Index ETFs”) are not actively managed and the investment advisers of such ETFs do not attempt to take defensive positions in declining markets. Therefore, Index ETFs may be subject to greater losses in a declining market than a fund that is actively managed. ETF shareholders will bear a proportionate share of the ETF’s expenses, including, as permitted by applicable law, certain management and other fees contained in that ETF’s prospectus. Financial Risk — Excessive borrowing to finance a business’s operations may limit profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in a declining market value and even bankruptcy. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, an Account’s value may fluctuate and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the Account. MI1611_AdvSelect 1025 Page 30 of 51  Investment Company Risk — When an Account invests in an investment company, including mutual funds, closed-end funds, UITs and ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Account may be subject to additional or different risks than if the Account had invested directly in the underlying investments. For example, the lack of liquidity in an ETF could result in its value being more volatile than that of the underlying Account securities. Closed-end investment companies issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. As a result, a closed-end fund’s share price fluctuates based on what another investor is willing to pay rather than on the market value of the securities in the fund. Investment Style Risk — An Account’s strategy may underperform other sectors of the markets or the markets as a whole. Leverage Risk — A pooled investment vehicle (e.g., mutual fund, ETF, etc.) may borrow money (and/or establish a line of credit) to provide for opportunistic asset allocation, facilitate payments on withdrawal and to remain fully invested in anticipation of future contributions. Additionally, a pooled investment vehicle may enter into various derivatives (such as options, futures and swaps) that have implicit or internal leverage in that the notional value of the derivative instrument is much larger than the cash needed to establish and maintain the derivative instrument. Although leverage will increase the pooled investment vehicle’s investment return if the investment purchased with borrowed funds earns a greater return than the interest expense the pooled investment vehicle pays for the use of those funds, the use of leverage will decrease the return on the pooled investment vehicle if the pooled investment vehicle fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the pooled investment vehicle, especially in times of a “credit crunch” or during general market turmoil. Market Risk — The market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Market risk includes prices dropping in reaction to both tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events (see “Acts of God and Geopolitical Risks” above). Money Market Funds Risk — An investment in money market funds is not a bank deposit nor is it insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the money market fund seeks to maintain a constant price per share of $1.00, client may lose money by investing in the money market fund. The money market fund may experience periods of heavy redemptions that could cause the money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. This could have a significant adverse effect on the money market fund’s ability to maintain a stable $1.00 share price, and, in extreme circumstances, could cause the money market fund to suspend redemptions and liquidate completely. Options Trading Risk — The price of options (similar to other derivatives and commodities contracts) can be highly volatile and sensitive to market conditions. See “Volatility Risks” below for more information. Additionally, derivatives instruments like options often have similar risks to their underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, currencies, indices or interest rates to which they relate and risks that the instruments may not be liquid and could be difficult to value. Portfolio Turnover Risk — To the extent that an Account buys and sells securities frequently, such activity may result in capital gains tax liabilities. To the extent that an Account invests in an underlying fund, the Account will have no control over the turnover of the underlying fund. Privately Placed and Restricted Securities Risks — An Account’s underlying investments may also include privately placed securities, including private equity funds, hedge funds, real estate funds, and exchange funds, which are subject to resale restrictions. It is likely that such securities will not be listed on a stock exchange or traded in the OTC market. These securities will have the effect of increasing the level of an Account’s illiquidity to the extent the Account may be unable to sell or transfer these securities due to restrictions on transfers or on the ability to find buyers interested in MI1611_AdvSelect 1025 Page 31 of 51  purchasing the securities. Exchange funds recognize their full benefit after a set time period, which is typically 7 years. After the close of the fund, with liquidity only available after 3 years of investment. The illiquidity of the market, as well as the lack of publicly available information regarding these securities, may also adversely affect the ability to arrive at a fair value for certain securities at certain times and could make it difficult for the Account to sell certain securities (or to sell such securities at the prices at which they are currently held). Furthermore, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that might be applicable if their securities were publicly traded and/or listed on a stock exchange. Clients will continue to pay an ongoing Client Fee for these assets, as long as they remain in the Account, including during periods where MMLIS is unable to redeem such investments. An Account may be obligated to pay all or part of the legal and/or other fees incurred in negotiating the purchase and or sale of a private placement security. When registration is required to sell a security, an Account may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the account may be permitted to sell a security under an effective registration statement. If adverse market conditions developed during this period, an Account might obtain a less favorable price than the price that prevailed when the Account decided to sell. REITs Risk — REITs are trusts that invest primarily in commercial and/or residential real estate or real estate-related loans. Investments in REITs are subject to the same risks as direct ownership of real estate and mortgages, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. In addition to default, underlying loans may be subject to prepayments that occur later or earlier than expected and such loans may also include so-called “subprime” mortgages. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. The value of REITs will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. Reliance on Technology; Cybersecurity Risk; Back-up Measures — MMLIS’s operation is dependent on various computer and telecommunications technologies, many of which are provided by or are dependent upon third parties such as data feed, data center, telecommunications, or utility providers. The successful deployment, implementation, and/or operation of such activities and strategies, and various other critical activities, could be severely compromised by system or component failure, telecommunications failure, power loss, a software-related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on clients, including by preventing MMLIS from trading, modifying, liquidating, and/or monitoring its clients’ investments. In addition, clients should be aware of the risk of attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to MMLIS’ interconnectivity with third-party vendors, central agents, exchanges, clearing houses, and other financial institutions, MMLIS could be adversely impacted if any of them is subject to a cyber-attack or other information security event. Although MMLIS takes protective measures and endeavors to modify its operations as circumstances warrant, computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. MMLIS has certain backup measures in place for such disruptions, but no assurance can be given that these plans will be realized, or that, in particular, MMLIS would be able to resume operations following a business disruption. Structured Investments Risk — Structured notes are types of derivative securities whose value is determined by reference to changes in the value of specific securities, currencies, interest rates, commodities, indices, or other financial indicators (the “Reference Instrument”), or the relative change in two or more Reference Instruments. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference Instrument(s). Structured notes may be positively or negatively indexed, so the appreciation of the Reference Instrument may produce an increase or decrease in the interest rate or value of the security at maturity. The terms of the instrument may be “structured” by the purchaser and the borrower issuing the note. For example, the terms MI1611_AdvSelect 1025 Page 32 of 51  of a structured note may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured notes may present additional risks that are different from those associated with a direct investment in fixed income or equity securities because the investor bears the risk of the Reference Instrument(s). For example, structured notes may be more volatile, less liquid, and more difficult to price accurately and subject to additional credit risks. Structured Certificates of Deposit (“CDs”) that are insured by the FDIC are subject to applicable FDIC limits. Unit Investment Trusts (UITs) Risk — A UIT is an SEC-registered investment company composed of an unmanaged portfolio in which the investor has an undivided ownership in the underlying securities. Many ETFs are structured as UITs (refer to “Exchange-Traded Funds Risk” above). The market value of a UIT largely depends on the value of the portfolio securities it holds. As the value of those securities changes, generally so will the value of the UIT, which can result in a loss of investment. Assets invested in UITs may be diluted if the size of the portfolio is increased as units are sold. Additionally, a UIT’s issuer may be unwilling or unable to declare dividends in the future, or may reduce the level of dividends declared, resulting in a reduction in value of the units. U.S. Government Securities Risk — U.S. Government securities are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources. Volatility Risks – The prices of certain instruments in the Account have been subject to periods of excessive volatility recently and in the past, and such periods can be expected to continue or recur. While volatility can create profit opportunities for the Account, it can also create the specific risk that historical or theoretical pricing relationships will be disrupted, and may cause what should otherwise be comparatively low risk positions to incur losses. Price movements are influenced by many unpredictable factors, such as market sentiment, inflation rates, interest rate movements and general economic and political conditions. The expanded influence of social media platforms on the market, combined with the access to costless retail brokerage, can exacerbate the volatility of particular issuers. The prices of commodities contracts and all derivatives, including futures and options, can be highly volatile. Accounts that trade in commodities contracts and derivatives are subject to the risk that trading activity in such securities may be dramatically reduced or cease at any time, whether due to general market turmoil, problems experienced by a single issuer or a market sector or other factors. If trading in particular securities or classes of securities is impaired, it may be difficult for an Account to properly value any of its assets represented by such securities. Other Financial Industry Activities and Affiliations The Firm is registered with the SEC as an investment adviser and a broker-dealer and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities, including, but not limited to, stocks, bonds, municipal and government securities, and mutual funds to the public. The products available through the Firm include products issued by our affiliated insurance companies as well as those issued by unaffiliated issuers. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services which may include clients who participate in the Programs. The Firm, as a broker-dealer, effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or investment products in which the Firm or its officers, directors, employees or RRs have a financial interest or may themselves purchase or sell. Clients should be aware that compensation earned by the Firm and its RRs vary by product and by issuer. Therefore, the Firm and its RRs may receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. MI1611_AdvSelect 1025 Page 33 of 51  Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are registered representatives and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s registered representatives and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in the Programs or in its capacity as a broker-dealer. MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict by disclosing it to clients. MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. When Affiliated Funds are held in qualified retirement plan accounts and IRAs the account will not be charged the Execution, Clearing and Custody Fee or the Advisor Fee for the portion of the account invested in the Affiliated Funds. The account will be charged any other applicable fees. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict by disclosing it to clients. MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Clients cannot purchase Invesco common stock as an investment for their Account. MI1611_AdvSelect 1025 Page 34 of 51  MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation, including the Growth Bonus. The referral fee and these incentive programs create a conflict of interest and an incentive for IA-Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Firm Brochure. Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the Programs. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’ clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives additional compensation in the form of revenue-sharing payments from NFS as described below and in Item 4 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives revenue sharing payments from NFS for investments in mutual fund shares in NFS’s NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, the Firm, as a broker-dealer, also earns 12b-1 fees from certain mutual funds for providing distribution and/or administrative services to mutual funds (which are credited back to clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and “MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers custodied with NFS over the previous year (including the assets in the Program), excluding certain assets that were already custodied with NFS, and maintaining a certain amount of accounts and assets that MMLIS customers custody with NFS (including the accounts and assets in the Programs). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the Programs over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with IA-Reps. MI1611_AdvSelect 1025 Page 35 of 51  MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’ services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the Programs) for which MMLIS receives compensation from NFS over advisory programs (such as third-party advisory programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 9. Compensation for IA-Reps As previously discussed, MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule is impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For these purposes, the relevant advisory fees are those earned across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Program) and Trust Accounts. It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 million or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. MMLIS also has an incentive program where an IA-Rep will receive a larger portion of the Advisory Fee based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For this purpose, the total client assets include assets across the advisory programs for which MMLIS serves as broker-dealer and are custodied with NFS (including the Programs). This creates an incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take MI1611_AdvSelect 1025 Page 36 of 51  into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, IA-Reps can earn a Growth Bonus. The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Program) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. Certain IA-Reps of the Firm are also affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with the Firm (“Third-Party Adviser”). In that respect, such IA-Reps may offer investment advisory programs through both the Firm and the Third-Party Adviser. The compensation that they receive from the Third-Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from the Firm. While the investment advisory programs made available by the Third-Party Adviser may differ materially from the programs made available by the Firm, the IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm (including the IA-Rep), and/or its affiliates, may have investment responsibilities, render investment advice to, and perform other investment advisory services for, other individuals and entities (“Other Accounts”). Clients should be aware that the Firm and its affiliates, and their respective partners, directors, trustees, officers, agents, IA-Reps and employees may buy, sell or trade in any securities for their respective accounts (“Affiliated Accounts”) or Other Accounts. MI1611_AdvSelect 1025 Page 37 of 51  The Firm (including IA-Reps) and its affiliates may give advice or exercise investment responsibility and take such other actions with respect to Other Accounts and Affiliated Accounts which may be similar to, differ from, or contradict, the advice given or the timing or nature of action taken with respect to clients’ Account(s). Additionally, Other Accounts and Affiliated Accounts may at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which client’s Account may have an interest from time to time, whether in transactions which involve client’s Account or otherwise. The Firm shall have no obligation to purchase for client’s Account a position in any investment which Other Accounts or Affiliated Accounts may acquire, and that the client shall have no first refusal, co-investment or other rights in respect of any such investment. MMLIS does not affect any principal or agency cross securities transactions for client accounts. The Firm will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys securities from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. Review of Accounts The Firm, through the IA-Reps, will be available during business hours to answer any questions that the client may have regarding their Account and/or to provide client services related to client’s Account. The Firm will notify clients in writing at least quarterly to contact the Firm if there have been any changes in their financial situation or investment objectives that might affect the manner in which their Account assets should be managed, and whether they wish to add, or modify any existing, investment restrictions imposed on the investments in their Account, or whether there have been any changes in their investment objectives that might affect the manner in which their assets should be managed. The Firm, or the IA-Reps, will also contact clients at least annually to review each client’s Account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the Account. Additionally, the Firm monitors the activities of client Accounts on a periodic basis. The Firm monitors accounts for adherence to client’s investment objectives, as well as MMLIS investment management parameters for the Programs. The Firm will notify the IA-Rep and/ or the IA-Rep’s supervisor regarding an Account, or to take any corrective actions as required by the Firm’s policy, where appropriate. The IA-Rep is available on an ongoing basis to discuss the client’s participation in the selected Program or the client’s investments in general. MI1611_AdvSelect 1025 Page 38 of 51  If a client elects to participate in the discretionary management option, the client authorizes MMLIS through its IA-Reps to invest in securities in client’s Account in accordance with the Investment Objective assigned to client’s Account. Client will be notified of changes to securities holdings in client’s Account either (a) via MMLIS or (b) via confirmations and/or brokerage account statements from the Custodian. This discretionary authority also provides the IA-Rep the ability to adjust the composition of client’s assets in the Proposal within the Portfolio Guidelines associated with the client’s Investment Objective. The IA-Rep may decide to make these adjustments due to a variety of situations including, but limited to, the annual review of a client’s account or certain financial or economic events that the IA-Rep deems necessary to respond to with such an adjustment. Cash Management The asset allocation of each client Account is generally designed to maintain a minimum allocation to the cash investment option to facilitate administration of the investment portfolio, including, but not limited to, trading and fee collection. IA-Reps will assist clients to ensure that their Account maintains sufficient cash to pay for Program fees and charges. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the trading activity, processing of client contributions or withdrawals, or during the initial investment of a client Account. If the amount of a client’s Account invested in cash varies beyond a determined maximum cash allocation, then the client’s Account will have purchases made into other positions in the client’s allocation. MMLIS has the right to invest cash into other positions in the allocation to resolve for drift in cash. The Program Fee and other expenses under the Programs are deducted from Program Account assets clients have in the sweep option (initially, before other Account assets), as outlined in greater detail in the Program Agreement. By executing the Program Agreement, clients authorize the Custodian to pay the Program Fee and all other fees and charges that are due and payable in a given calendar month under the selected Program from Account assets client has in the sweep option. If a client’s Program Account does not have enough cash in the sweep option to pay for the Program Fee, account debit balances or other charges, the Firm will, in accordance with the Program Agreement, sell any Account assets it deems appropriate to make such cash available. In such cases, clients may face a taxable event, to which capital gains (or other) taxes may apply. This aspect of the Programs applies regardless of whether client selects the discretionary or non-discretionary management option. Portfolio Guidelines Changes. Any modification to the Portfolio Guidelines or risk scoring classifications may trigger the need to make adjustments to client’s Account and/or model. If client has granted discretion to the IA-Rep, the IA-Rep may change client’s securities holdings in the Account consistent with client’s Investment Objective. If client has not selected the discretionary option, the IA-Rep may not make such changes without client’s approval. Modifications to the model in a client’s Account may result in tax implications. Third-Party Research Reports IA-Reps may provide clients with research reports prepared by third-party companies (“third parties”) that are not affiliated with the Firm. Clients should understand the following: • MMLIS does not prepare, edit or endorse research reports, prepared by third parties (“third-party research reports”). Research is subject to change without notice and MMLIS does not guarantee the accuracy, timeliness, completeness or usefulness of any third-party research report. Third-party research reports are provided for informational and/or educational purposes only and are not intended to provide tax, legal, or investment advice. • Third-party research reports are written without any particular investor or class of investors’ financial situation or needs in mind, and therefore, the information therein should not be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by MMLIS or any third-party. Clients are responsible for determining whether any of the information in a third-party research report is useful or applicable to client based on each client’s unique financial situation or needs. MI1611_AdvSelect 1025 Page 39 of 51  • Neither MMLIS nor any third-party has made any determination that any recommendation, investment or strategy referenced in any third-party research report is suitable or appropriate for a specific client based on a client’s investment objectives and financial situations. • MMLIS is not responsible or liable for any content of a third-party research report, nor is MMLIS liable for losses resulting from the use of any third-party research report. Clients will use third-party research reports only at client’s own risk. Client Statements NFS will send client statements of all activity in clients’ brokerage accounts on no less than a quarterly basis. Clients can request written confirmations of trades cleared and settled through the brokerage accounts. Clients should carefully review their brokerage account statements issued by NFS and contact the Firm or their IA-Rep immediately upon discovery of any errors, discrepancies or irregularities. Valuation of Alternative Investments. If alternative investments are publicly traded, NFS will display the market price on your account statement. If the alternative investments are not publicly traded, NFS will request valuation from a third-party pricing vendor that NFS deems appropriate in its sole discretion. If prices of the alternative investments are not readily available, NFS will hold the investments at their purchase price (cost) until a valuation is received. Please carefully review the valuation disclosure in the Alternatives Addendum provided with all alternative investment purchases. Clients should contact their IA-Reps to discuss the various performance reporting options that are available. IA-Reps are available to discuss performance reports, Account allocations, Account performance or any other matter relating to a client’s Account. Client Referrals and Other Compensation Additional Compensation Related to Advisory Activities and Referral Arrangements Certain associates of the Firm (Investment Specialists and Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they have provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts and MMLIS Financial Planning services to IA-Reps and\or clients for their review as potential products over products for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds, ETFs and/or Alternative Investments that are available investment options within the Programs. Strategic Partners are provided increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our sales force and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes its Strategic Partners and their products and services in proprietary marketing materials and/or web sites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. MI1611_AdvSelect 1025 Page 40 of 51  You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law), and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: American Funds, Brinker Capital, BlackRock, Invesco, Fidelity, BNY Mellon and EQT, in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 million or less than $500,000, except for an alternative fund sponsor that is new to the MMLIS platform paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination of, the following: 1) a percentage of initial and/or additional investment amount made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) another formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MMLIS also has a Conference Partner Program with other investment companies that offer (1) mutual funds, ETFs, and/ or Alternative Investments that are available investment options and/or (2) securities backed loans. These investment companies (“Conference Partners’) contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JP Morgan, SEI, Ategenos, Blue Owl, Clark Capital, Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Envestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust Asset Management as a result of reaching a certain threshold of assets under management by Northern Trust Asset Management belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Equitable, Brighthouse, Prudential, Allianz, Lincoln Financial, Nationwide, Transamerica, Pacific Life, Corebridge Financial, and Protective. No company paid more than $5 million. These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/or ETFs that are available investment options in the Programs. MI1611_AdvSelect 1025 Page 41 of 51  MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that ETF provider. The purchase of this data may result in the ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with Strategic Partner Program, Conference Partner Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners and other companies that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend the mutual funds, ETFs and Alternative Products provided by Strategic Partners, Conference Partners and other participating companies over mutual funds, ETFs and Alternative Products offered by entities that do not make marketing support payments to MMLIS. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners, Conference Partners and other participating companies, and the basis on which the payments are calculated differs among certain of the Strategic Partners, Conference Partners, and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (and their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients’ Accounts invest in the mutual funds or ETFs offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their products to be Eligible Program Securities in the Programs. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s and Conference Partner’s, Conference Partner’s and other participating companies’ products and services with the Firm’s RRs and IA-Reps. Therefore, these payments create an incentive, and lead to a greater likelihood, for the Firm or its IA-Reps to make available and recommend (or select on a client’s behalf if the IA-Rep has discretionary authority) a mutual fund of a Strategic Partner or a Conference Partner (or other participating company) over the mutual fund or ETF of another entity. These payments are in addition to the fees received by the Firm under the Programs and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or educational activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. From time to time, the Firm and its IA-Reps receive other forms of compensation from companies that issue mutual funds and/or ETFs that are investment options in the Programs. Such fund companies sponsor their own conferences for training and educational purposes, which certain of the Firm’s IA-Reps are invited to attend. In addition to the Firm’s IA-Reps attending these conferences without charge, these fund companies also reimburse or pay for the travel and other related expenses incurred by the Firm’s IA-Reps or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by IA-Reps. Some fund companies provide free investments tools to IA-Reps. These conferences, reimbursements and access to free investment tools create an incentive for the Firm and the IA-Reps to make available and recommend (or select on a client’s behalf if the IA-Rep has discretionary authority) the mutual funds and/or ETFs provided by the sponsoring fund companies. These fund companies may also provide nominal gifts to the Firm’s IA-Reps. MI1611_AdvSelect 1025 Page 42 of 51  The Firm enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary, such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are referred to the Firm through a Solicitor will be provided with a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest resulting from the relationship between the Firm and the Solicitor, and whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements may affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services, including the Programs, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to the Firm or an IA-Rep and may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about the Firm’s advisory services to IA-Reps. The Firm will share a portion of the fees earned by the Firm with Financial Institutions for referring individuals who eventually obtain advisory services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to IA-Reps regardless of whether such individuals obtain advisory services from the Firm. To the extent that a referred client participates in a Program, the compensation paid to Financial Institutions or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from the Firm. The fees and expenses that the Firm pays to a Financial Institution under these arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Certain UITs make payments to the Firm. These payments are generally disclosed in the applicable trust’s prospectus. These compensation arrangements create an incentive for the Firm or an IA-Rep to recommend these UITs for an Account. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Rep’s manager may also offer rewards, recognition and trips based upon similar criteria. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. MI1611_AdvSelect 1025 Page 43 of 51  In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the Programs), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including any of the Programs). These loans are not forgivable. These loan programs create an incentive for IA-Reps (existing and new) to recommend the Programs over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. These loan programs also create an incentive for new IA-Reps to recommend clients transfer assets into the Programs rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in NFS Custodied Programs (including the Programs) and Trust Accounts. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the NFS Custodied Programs (including the Programs) over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in an NFS Custodied Program (including the Programs) and recommendations to make subsequent contributions to such account. The IA-Reps who qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. Therefore, your IA-Rep has an incentive to offer you a Program in order to meet these requirements and qualify for these benefits and services, and to recommend that you increase the amount you have invested in a Program. Additionally, your MI1611_AdvSelect 1025 Page 44 of 51  IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Programs, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions (“Orion”) platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. Orion will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will be reinstated to their previous status. IA-Reps who do not meet the program requirements within the grace period will be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS pays Envestnet and NFS a fee for the services that they provide in the Programs. MMLIS pays Envestnet an annual licensing fee. MMLIS pays Envestnet an additional, tiered platform fee in the event MMLIS exceeds a level of assets under management in all of the advisory programs for which Envestnet provides services. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and administrative services that NFS provides for these accounts. American Endowment Foundation Donor Advised Fund Service MMLIS offers the American Endowment Foundation (“AEF”) Donor Advised Fund service. A client (“Donor”) may elect to utilize this service to make irrevocable donations to the American Endowment Foundation Advised Fund Service, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to American Endowment Foundation, and has no authority to change investment decisions on accounts using the service. Donors should refer to the AEF Program Description and AEF Application for additional information regarding establishing a donor-advised account with American Endowment Foundation. Assets donated to the American Endowment Foundation through this service will be managed by MMLIS and may be invested in the Programs. Administrative Fee. The Administrative Fee charged by the American Endowment Foundation for this service ranges from 0.10% to 0.70% (subject to a minimum of $125 per quarter) depending on the amount of assets donated. MMLIS may make other Donor Advised Fund services available to clients. Clients can access Donor Advised Fund services without opening an account with MMLIS. However, the account will not receive advisory services from MMLIS and neither MMLIS nor your IA-Rep will receive any compensation in connection with the account. As a result, MMLIS and your IA-Rep have an incentive to offer and recommend that you utilize Donor Advised Fund services through an advisory account at MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. You should consult with your IA-Rep if you have any questions about Donor Advised Fund services. MI1611_AdvSelect 1025 Page 45 of 51  Other Disclosures Trade Errors The Firm attempts to effect transactions promptly, unless market conditions, technology failures, trading volumes or other matters beyond our control preclude us from accurately processing transactions on the order date. Under these circumstances, the Firm will process the transactions as soon as practicable. Should a trade error occur and the error correction results in a gain, the gain will be kept by the Firm. Gains that are captured due to trade errors are placed in the Firm’s general account and may be used at the Firm’s discretion. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of the Firm. If the error correction results in a loss, the amount of the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the Advisor Select Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the Advisor Select Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge us higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to MI1611_AdvSelect 1025 Page 46 of 51  capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the Advisor Select programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the MA Select Program. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. MI1611_AdvSelect 1025 Page 47 of 51  In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. Aggregation of Trade Orders Because IA-Reps generally manage their client’s Accounts independently of one another based on each client’s specific needs and objectives, transactions for each client Account are often executed independently. When IA-Reps believe it is appropriate or beneficial to do so, however, they will often aggregate the purchase or sale of multiple clients’ securities together to help facilitate best execution and provide each client with the same execution price. Aggregating multiple client orders together is particularly useful when IA-Reps are utilizing model portfolio management strategies. When IA-Reps aggregate orders, they do so in a manner reasonably designed to ensure that no participating client obtains a more favorable execution price than other clients. When an IA-Rep aggregates multiple client orders, transactions are typically allocated pro rata to the participating client Accounts in proportion to the size of the order placed for each account. Your IA-Rep may increase or decrease the amount of securities allocated to each Account, if necessary, to avoid holding odd lot or small numbers of shares for particular clients. Additionally, if an IA-Rep is unable to fully execute an aggregated order and the IA-Rep determines that it would be impractical to allocate a small number of securities among the Accounts participating in the transaction on a pro rata basis, the IA-Rep will allocate such securities in a manner determined in good faith to be fair and equitable to the clients involved in accordance with the Firm’s allocation policy. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. The per trade fee does not apply to High-Volume Trading Models as described in Item 4. MMLIS does not pass this fee on to the client, but does pass on such fees to the IA-Rep. This presents a conflict of interest because MMLIS and the IA-Rep have an incentive to limit the number of trades in a client’s account below the threshold that would lead to NFS charging MMLIS a transaction fee. This conflict is mitigated because the threshold is high relative to average trading volumes and the trading fee is low. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements and confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. MMLIS mitigates this conflict when MMLIS is the broker-dealer for the transferring investment through its fee forgiveness program. See “Fee Forgiveness” in Item 4 for additional information about fee forgiveness. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MI1611_AdvSelect 1025 Page 48 of 51  MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. IRA Rollovers — Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the Programs), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer- sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. Corporate Actions The Firm and its IA-Reps’ responsibilities under the Programs do not include taking any action or rendering any advice with respect to proxies, consents, waivers or other documents regarding any Securities held in client’s Account. A copy of MMLIS’ proxy voting policy is available upon request. Except with respect to voluntary corporate action notices, the client has the responsibility for responding to proxies, consents, waivers and other documents with respect to any Securities held in a client’s Account. Such notices may be received from NFS or the issuer’s corporate communications service provider. Timeliness of Transactions MMLIS will process transactions unless market conditions, technology failures, trading volumes or other matters beyond the Firm’s control preclude us from accurately processing transactions on the order entry date. In those circumstances, we will process the transactions as soon as practicable. MMLIS has no responsibility for any consequences relating to, either directly or indirectly, any such delays in transactions. Making an Informed Decision The Firm wants its clients to make an informed decision when they purchase products or receive services from the Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. Financial Information The Firm does not require clients who participate in the Programs to prepay its fees six months or more in advance. Additionally, the Firm does not have any material financial conditions that would impair its ability to meet its contractual commitments to clients. MI1611_AdvSelect 1025 Page 49 of 51  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered MMLIS representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_AdvSelect 1025 Page 50 of 51  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715. You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. 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MMLIS Wealth Management Services Strategist Select and Strategist Select Mutual Fund Only Programs Wrap Fee Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This wrap fee program brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (“MMLIS” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (800) 542-6767 (options 1, 1). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and securities broker-dealer. Please note that registration does not imply a certain level of skill or training. MF1038 MI1611_StratSelect 1025 Page 1 of 49  ITEM 2. MATERIAL CHANGES The following is a summary of certain changes made to this Brochure since the previous annual update of this Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps. June 30, 2025 Update: Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. March 28, 2025 Update: Item 4 was updated to disclose that cash moved from Protected Cash into a money market security is no longer FDIC-protected and that clients must inform their IA-Rep if they have accounts that may be eligible for aggregation to qualify for breakpoints. Item 4 also discloses the conflict of interest that an IA-Rep recommending the use of a Strategist, may use a Strategist with a low or no fee, in order to negotiate a higher IA-Rep Fee. Item 4 was also updated to disclose that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, resulting in the client managing the account that the NFS paper document fee for statements and confirmations will increase from $10 to $20 annually in June 2025. Item 9 was updated to disclose the purchase of Envestnet’s parent company by an investment group including fund companies offered on the Envestnet platform and that clients in the Program may not purchase Invesco common stock. Item 9 was also updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 million in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. In addition, Item 9 was updated to describe the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. Item 9 was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangements. Lastly, Item 9 was updated to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_StratSelect 1025 Page 2 of 49  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. SERVICES, FEES AND COMPENSATION 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 21 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 22 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 24 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 24 ITEM 9. ADDITIONAL INFORMATION 24 IMPORTANT NOTICES TO CLIENTS 48 MI1611_StratSelect 1025 Page 3 of 49  ITEM 4. SERVICES, FEES AND COMPENSATION MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. Overview of the Advisory Services Offered by the Firm This Brochure provides you with information about the Strategist Select and the Strategist Select Mutual Fund Only Programs (the “Programs”) available through the Firm. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or an investment adviser representative of the Firm (“IA-Rep”) to receive a similar disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.sec.gov. Some of these other investment advisory programs have different fee structures and/or lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can recommend certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered represen- tatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, or investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. The Strategist Select and Strategist Select Mutual Fund Only Programs MMLIS is the primary adviser for the Programs. Envestnet Asset Management, Inc. (“Envestnet”) provides the services described herein in the capacity of a sub-adviser. MMLIS utilizes the technology platform and research services provided by Envestnet Portfolio Solutions, Inc. (“Envestnet”). The Strategist Select Program (“Strategist Select”) is a non-discretionary program that provides clients with access to asset allocation models (“Models”) created by third-party investment managers (“Strategists”) consisting of mutual funds and/or ETFs. Clients select one Model for their account. This program is a legacy MMLIS proprietary program and was previously named the Fund Strategist Provider – ETF Program. As described above, not all IA-Reps can offer the Strategist Select Program. The Strategist Select — Mutual Fund Only Program (“Strategist Select MF Only”) is a non-discretionary program that provides clients with access to Models created by Strategists consisting of mutual funds. Clients select one Model for their account. As described above, not all IA-Reps can offer the Strategist Select MF Only Program. The Strategist Select and Strategist Select MF Only programs will be closed to new accounts on or around April 27, 2024. The programs will be merged into a different advisory program - UMA Select Premier. The Strategist Select program will continue to be available for accounts opened prior to April 27, 2024, if they have features that are not available in UMA Select Premier. MI1611_StratSelect 1025 Page 4 of 49  Each account in a Program (“Account”) will be assigned one of five investment objective classifications (“Investment Objective”) based on client’s risk tolerance, time horizon and investment objectives. Each risk tolerance category has a different maximum equity allocation limit and no minimum equity allocation requirement. Each Account’s assigned Investment Objective determines the maximum equity allocation for the Account. The equity exposure of a client’s Account can decrease significantly and still be consistent with the Investment Objective assigned to that Account. The amount of equity in client’s Account can exceed the target maximum equity for the Investment Objective assigned to the Account so long as the Account does not exceed a maximum equity percentage. If client’s Account is identified as exceeding the pre-established equity threshold, MMLIS will evaluate client’s Account on an individual basis to determine if action is required. Envestnet will monitor and designate a risk score for each Model based on instruction from MMLIS, which will determine which Models are assigned to each Investment Objective. There are multiple Models available for each Investment Objective. Please refer to Item 6 for information on how Models are selected for inclusion in the Programs. MMLIS, in its discretion, may modify the assumptions underlying its risk methodologies which could result in changes to the risk scores associated with particular Models. In such an instance, the Model held by an Account may fall outside of the Investment Objective assigned to client’s Account. Any modification to risk scoring classification may trigger the need for client to make modifications to the Model in client’s Account or to the Investment Objective assigned to client’s Account. Modifications to the Model in client’s Account may result in tax implications. The Programs may be appropriate for those clients seeking ongoing investment advice. These Programs are not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial professional, or who are not looking for ongoing investment advice. Clients should understand that where MMLIS expressly agrees to act as an adviser, as it does under the Programs, the IA-Rep’s primary role is to provide advice. Where MMLIS acts solely as a broker, its primary role is to execute trades based on client instruction. MMLIS’s obligations are different when it acts as adviser and when it acts as broker. Clients should refer to the Firm’s Form CRS for additional information regarding the differences between advisory and brokerage relationships and discuss further with their IA-Rep, as appropriate. Clients should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as, account monitoring and investment advice). Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets under the Programs by requesting them through the Statement of Investment Selection (“SIS”). See Item 7 below for additional information about investment restrictions. In limited circumstances, the Firm will treat certain assets in a client’s Account as “Unsupervised Assets.” Unsupervised Assets are excluded from the Account’s asset allocation, performance reports, and the calculation of Client’s advisory fees, and are not monitored for purposes of any applicable concentration parameters. In addition, Unsupervised Assets are excluded from Program account minimums. Unsupervised Assets can be assets that are ineligible for the selected Program that the Firm is permitting a client to hold in client’s Account, or a client may designate a security as an Unsupervised Asset. Once a security has been designated as an Unsupervised Asset, all of client’s holdings in that particular security or cash investment style position will be designated as an Unsupervised Asset. Because Unsupervised Assets are not included in the calculation of advisory fees, the Firm and IA-Reps have an incentive to recommend to clients that they (and for IA-Reps to use their discretion to) sell Unsupervised Assets and invest the assets in securities that are included in the calculation of advisory fees. Assets that qualify for Fee Forgiveness (as defined below) may not be designated as Unsupervised Assets. As of December 1, 2024, other than cash alternatives (money market funds, certificates of deposit, and treasury bills) that have been designated as Unsupervised Assets, IA-Reps do not have discretion over Unsupervised Assets and may not introduce Unsupervised Assets into the asset allocation for an Account or sell an Unsupervised Asset without a client’s prior approval. IA-Reps will have discretion over cash alternatives that have been designated as Unsupervised Assets and may incorporate these assets into the asset allocation for the Account or sell such assets without a client’s prior approval. Once Unsupervised Assets are incorporated into the asset allocation for an account, they are no longer considered Unsupervised Assets and are included in the calculation of advisory fees and account monitoring. MI1611_StratSelect 1025 Page 5 of 49  For the limited purpose of implementing a tax loss harvesting strategy, the Firm will permit ETFs to be held in a client’s Account in the Strategist Select MF Only program on a temporary basis. Account Opening Process The IA-Rep will help determine whether a Program is appropriate for the client. The IA-Rep will provide the client account opening documents, disclosures and other documents necessary for the client to make an informed decision about participation in a Program. If the client determines that a Program is appropriate given the client’s needs, the IA-Rep will obtain information about the client’s present investment objectives, risk tolerance and time horizon to determine a risk profile scoring (an “Investment Objective”) for client’s Account, and generate an Investment Strategy Proposal (“ISP”) and a Statement of Investment Selection (“SIS”). As described below, the ISP and SIS recommend a Model for client’s Account based on the client’s Investment Objective. The IA-Rep will review the information in the ISP and the SIS with the client. The client is ultimately responsible for determining whether to participate in the Program, and whether to accept or reject the recommended Model. Client must approve an ISP and SIS prior to implementation. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions (“Program Agreement”), a separate agreement that governs the relationship between the client and MMLIS and sets forth the parties’ responsibilities and obligations with respect to the client’s Account. The IA-Rep also assists the client in completing any other documents required to open an account with the Firm, including any documents related to the brokerage services provided by MMLIS in connection with a client’s participation in a Program (“Brokerage Agreement”), accepts any inquiry from the client about the Program, coordinates the provision of responses to the client, and provides all Account opening documents, disclosures and other necessary documents. In addition to this Brochure, you will receive from your IA-Rep Envestnet’s Form ADV Disclosure Brochure (“Envestnet Brochure”). You should carefully review this Brochure, the Envestnet Brochure, and the ADV Disclosure Brochure for the selected Strategist, since they outline important information about the Firm’s, Envestnet’s and the Strategist’s roles and responsibilities under your selected Program. You should also review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement, which you should also review. Information about ESG Your IA-Rep may consider ESG-related information (information that relates to environmental, social and governance practices, rankings and/or scores) when recommending a Model for your account. The consideration of ESG-related information in the construction of your portfolio is not a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments in your portfolio will be met. Neither MMLIS nor your IA-Rep will manage or monitor your account on an ongoing basis from an ESG-related perspective. While certain holdings in the portfolio may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. The investment objective identified for your account is the primary guiding factor for how your account will be managed. In addition, where your portfolio (or a portion of your portfolio) is invested in a Model or fund with an explicit ESG-related objective, the manager of the Model or fund (not MMLIS) is responsible for managing your account (or portion of your account) according to the ESG-related objective. You should be aware that screening and selecting strategies and investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that a portfolio that was constructed with the consideration of ESG-related goals may generate lower financial returns than a portfolio that was not constructed with the consideration of ESG factors. For example, funds that incorporate ESG factors into the investment process may limit their exposure to certain types of investments. As a result, an investment in an ESG-focused fund may be less diversified relative to funds with similar strategies that do not have an ESG focus. MI1611_StratSelect 1025 Page 6 of 49  Any ESG-related information that may be considered by MMLIS and your-IA-Rep when recommending investments is either provided by a third party or based on third-party research. ESG data is qualitative and subjective by nature, may evolve over time, may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate, and may not reflect the beliefs of some investors. It’s important to understand providers of ESG ratings will have differing recommendations, opinions, methodologies, scope and coverage. Neither MMLIS nor your IA-Rep has verified any ESG-related information provided by third parties. Other Services MMLIS Services: Envestnet’s system will display the Models that correspond to the Investment Objective of the client’s account, and the IA-Rep will assist the client in selecting an available Model. The Models may not be modified by either the IA-Rep or the client. The IA-Rep may discuss with the client various factors, including but not limited to client preferences, fees charged by the Strategists, information on Strategists, including their performance, forwarded by Envestnet, and the account minimum requirements of Models. The client is ultimately responsible for deciding which Model to choose. MMLIS also has ongoing responsibility to advise clients regarding the appropriateness of the Model and the Strategist selected by the client for the Account in light of the client’s objectives, assets, risk tolerance and investment experience as disclosed to MMLIS. When appropriate, the IA-Rep may also assist the client in determining whether the existing Model should be replaced. The IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. Neither MMLIS nor the IA-Rep is responsible for the selection of the mutual funds and/or ETFs underlying the Models. The applicable Strategist has selected these mutual funds and ETFs by analyzing mutual funds and ETFs using its own quantitative analysis and screening techniques. Only those mutual funds and ETFs satisfying the applicable Strategist’s criteria are included in the Programs. Only mutual funds and ETFs that are available on the custodian’s platform may be selected. Please see Item 6 and the Envestnet Brochure or the applicable Strategist’s Brochure for additional information regarding the Strategist’s mutual fund and ETF screening and monitoring processes, as applicable. MMLIS generally selects the Strategists and Models for the Programs from the universe of asset managers and Models that meet Envestnet’s screening criteria. MMLIS may also select other Strategists and Models for the Programs. Please see Item 6 for a description of how the Strategists and Models are selected, monitored and, where applicable, replaced. Except for the selection of the sweep option described below in its capacity as broker-dealer, the Firm (including the IA-Reps) will not make any individual security recommendations on behalf of clients. IA-Reps may initiate tax harvesting transactions in certain client Accounts. Clients should discuss any tax harvesting needs with their IA-Rep and consult with their qualified independent tax advisor. MMLIS does not guarantee that any Client’s specific tax objectives will be accomplished. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowl- edgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. For a description of the ongoing services that the Firm provides under these Programs, please see Item 9 of this Brochure. MI1611_StratSelect 1025 Page 7 of 49  Envestnet Services: Envestnet is responsible for conducting due diligence and ongoing monitoring of the Models for use in the Programs, as discussed further in Item 6. In many instances, Envestnet will provide MMLIS with research or performance information relating to a Model. MMLIS reviews the research and performance information for investment monitoring and ongoing due diligence purposes only. For historic information on performance other than for Envestnet’s proprietary Models (as described below), Envestnet receives performance data from third-party Strategists and/or other sources, such as reporting service providers, but does not independently verify such performance information. In addition, Envestnet is responsible for creating and maintaining the system that generates, among other things, the ISP and SIS used by the Firm and IA-Reps to advise clients. Envestnet is responsible for investing each client’s assets in the mutual funds and/or ETFs that correspond to the applicable Model for client’s Account. Each third-party Strategist actively manages the applicable Model and instructs Envestnet as to the transactions to be placed in client’s Account in accordance with the selected Model. Envestnet is responsible for performing administrative and/or trading duties at the discretion of the Strategists via a licensing agreement between Envestnet and each Strategist. Beginning February 17, 2024, client’s will be asked to select a rebalancing frequency at account opening. The rebalancing frequency can range from quarterly, semi-annually, annually, or no rebalance. Envestnet will initiate a rebalance event based on the client’s selection. During a rebalance event, additional shares of certain securities may be purchased in the Account and/or shares of other securities may be sold in order to bring the account into closer alignment to the Model selected for the account. Depending on the parameters selected by the IA-Rep, it is possible that no trades will occur in an Account during the rebalance event. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. A client can elect to not have their Account automatically rebalance during a particular year or turn off the automatic rebalancing feature for their Account. Client with accounts opened prior to February 17, 2024, can contact their IA-Rep to select a rebalancing frequency for their account. In addition, Envestnet serves as a Strategist available under the Programs. In its role as Strategist, Envestnet may, in its discretion, remove a mutual fund from a Model that it manages, if such asset fails to meet its screening and monitoring criteria and replace it with another investment, as applicable. As explained further in the Envestnet Brochure, Envestnet does not employ the same diligence procedures in making the determination to act as Strategist under the Programs. Further, Envestnet has a financial incentive to include itself as a Strategist under the Programs, as it will receive additional compensation in the form of advisory fees if it is selected as a Strategist. Such fees are included in the client’s Client Fee (as defined below under “Fees and Charges” of this Item 4). Please refer to Item 6 and the Envestnet Brochure for additional information. Please also refer to Item 9 for additional disclosure regarding the conflicts of interest associated with Envestnet serving as a Strategist available within the Programs. Envestnet Fund Strategist Tax Management Service The fund strategist tax management service will not be available for clients to select for their account after April 30, 2024. This service offers clients a solution to (i) help limit long and short-term gains, and/or (ii) attempt to limit their potential tax liabilities. If the fund strategist tax management service is selected by a client, Envestnet will provide discretionary investment advice by evaluating the tax impact of any trades recommended by the Strategist for the Account’s Model. Envestnet may elect to prevent the transaction or make different trades if they would reduce the client’s realized gains and are appropriate based on the client’s indicated tax-sensitivity level. The fund strategist tax management service is designed for taxable investors who are willing to allow a designated level of deviation from their selected portfolios. The use of this service may result in recommendations from Envestnet that differ from those made by MMLIS or the IA-Rep and/ or may be inconsistent with the client’s chosen investment model and strategy. This may cause trading, holdings and/ or performance of the client’s portfolio to deviate from a portfolio that does not apply this service. Additionally, the use of this service may cause the client’s account risk to differ from the risk profile identified for the client during the proposal process. MI1611_StratSelect 1025 Page 8 of 49  The fund strategist tax management service is not suitable for all clients, and is not intended to be general tax planning services. It may be appropriate for clients who, for example, own “appreciated securities” (i.e., low-cost basis) and want to manage how gains may be realized for selling these securities, who may be subject to the Alternative Minimum Tax, or those clients who specifically accept a deviation from the model to reduce their tax cost. Envestnet relies solely on the tax information provided by the client. To the extent such information is inaccurate or incomplete, the tax strategy developed for the client may be adversely affected. The provision of complete and accurate tax information is the sole responsibility of the client. Clients should consult with their tax and legal advisors regarding their specific situation prior to enrolling in the fund strategist tax management service. Neither MMLIS nor IA-Reps provide tax or legal advice. The minimum Account size for the fund strategist tax management service is $5,000. The annual fee for the fund strategist tax management service is 0.08% of the amount of assets in the Account (with a minimum fee of $40 per year) and is paid to Envestnet. This fee is in addition to the Client Fee (as defined below under “Fees and Charges” of this Item 4). In connection with the fund strategist tax management service, the Firm will permit appreciated securities, including stocks (in Strategist Select), to be held in a client’s Account if tracking error allows. When certain of Envestnet’s proprietary models are utilized for the account, Envestnet waives the fee for the fund strategist tax management service on those proprietary models. You should consult with your IA-Rep for additional information. NFS Services: In order to effectuate trades under a Program, clients must establish a brokerage account through the Firm with National Financial Services LLC (“NFS” or “Custodian”), which will act as clearing firm and custodian for clients’ assets under the Programs. Accordingly, it is expected that trading activity in connection with all of the Programs will be effected through the Firm and cleared by NFS. However, if Envestnet (or a Strategist, if applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including but not limited to net price, a broker other than NFS can be used for execution. In such instances, clients will be subject to fees and charges associated with the transaction that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. NFS will act in its capacity as a clearing firm and perform centralized cashiering, bookkeeping and execution, clearing and settlement functions. NFS will handle the delivery and receipt of securities purchased or sold in clients’ brokerage accounts, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. NFS will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and, if requested, written confirmations of trades executed through clients’ brokerage accounts. Clients should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. Strategist Services: Each third-party Strategist actively manages the applicable Model and instructs Envestnet as to the transactions to be placed in client’s Account in accordance with each selected Model. If the value of the mutual funds and/or ETFs in a client’s Account results in the client’s Account deviating from the guidelines applicable to the Model selected for such Account, then the client’s Account will be rebalanced to align the Account with the guidelines applicable to the Model selected for such Account within certain parameters. The Strategist will instruct Envestnet to purchase additional shares of certain mutual funds and/or ETFs and sell shares of other mutual funds and/or ETFs in order to achieve this objective. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. Each Strategist that provides a Model, or implements its investment decisions directly for a Model selected for your Account, selects the securities to be held by the Model, delivers such Model to Envestnet, which Envestnet will implement, and manages the Model on an ongoing basis by directing Envestnet to buy or sell securities for the Model. Please see each Strategist’s Brochure (including the Envestnet Brochure) for additional information. MI1611_StratSelect 1025 Page 9 of 49  Certain of the Strategists will participate in the Firm’s Conference Partner or Strategic Partner Programs. Please see Item 9 of this Brochure for more information about these programs, including any associated conflicts. Additional Information MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the Strategist Select Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the Strategist Select Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. MI1611_StratSelect 1025 Page 10 of 49  The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the Strategist Select programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the Strategist Select Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. MI1611_StratSelect 1025 Page 11 of 49  Mutual Funds Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other share classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available in a Program. In addition, only the mutual fund share classes that are available on NFS’ platform are available in a Program. MMLIS will from time-to-time request that NFS add certain lower cost mutual fund share classes to its platform, as they are made available by particular mutual funds, if not already available on the platform. While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. The mutual funds and mutual fund share classes that are included in the Models are selected by the Strategists, not MMLIS or the IA-Reps. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. However, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Clients should contact their IA-Rep for more information about share classes and share class eligibility. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’s NTF or iNTF programs (no transaction fee) or TF (transaction fee) programs, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’s platform, and one share class of a mutual fund can be part of the NTF program while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s Account is invested in certain mutual funds, as NFS shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the Programs that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. Mutual fund share classes that are part of NFS’s NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the Programs regardless of whether the share classes are in NFS’s NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS. Specifically, MMLIS has an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if these mutual fund share classes are more expensive for clients. MMLIS has a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost MI1611_StratSelect 1025 Page 12 of 49  share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s Account for any revenue share payments MMLIS receives in connection with client’s Account. These conflicts are mitigated in several ways. IA-Reps do not receive any of the revenue share payments that NFS pays to MMLIS, and IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes they select or recommend to clients. Furthermore, the mutual funds and mutual fund share classes that are included in the Models are selected by the Strategists, not MMLIS or the IA-Reps. MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in accounts in the Programs, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS. MMLIS has an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS also has an incentive to maintain client assets in the Programs in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s Account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such Account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s Account. These conflicts are mitigated in several ways. IA-Reps do not receive any benefit if MMLIS pays lower fees to NFS and IA-Reps do not receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. In addition, the mutual funds and mutual fund share classes that are included in the Models are selected by the Strategists, not MMLIS or the IA-Reps. MMLIS has also established parameters regarding the amount of cash that can be allocated in client Accounts in the Programs and monitors for adherence to these parameters. Securities Backed Lending Programs The Firm contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their Account as collateral and must enter into an SBL agreement directly with the financial institution providing the SBL (the “Loan Provider”). Client should fully understand the following before using assets in an Account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for MMLIS and IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program. • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The Firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative SBL provider, maintain loan balances for longer periods of time and increase the draw down amount of MI1611_StratSelect 1025 Page 13 of 49  a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. • The client will not be permitted to withdraw any of the assets in the Account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the Client Fee and other fees charged to the client’s Account for services provided under a Program. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the Account to meet the SBL requirements. • The Loan Provider can sell (or direct the Firm to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an Account are liquidated or sold to meet a call. Forced liquidation of assets in an Account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the Account and the ability of the Firm to manage the Account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither the Firm nor the Firm’s IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an Account to meet an SBL demand or call. • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 9 – “Additional Compensation Related to Advisory Activities and Referral Arrangements” for information about the Conference Partner Program and associated conflicts of interest. Cash Management Features MMLIS makes available three cash management features for client Accounts: Dollar-Cost Averaging (DCA), Protected Cash and Pending Distribution. If you or your IA-Rep designate cash in your Account to one of these features, such amount will be removed from your Account’s asset allocation. Any amounts designated to DCA or Protected Cash will be charged a negotiable annual fee ranging from 0.06% to 0.36%. Any amounts designated to Pending Distributions will be charged the Client Fee. DCA is an investment technique in which a fixed dollar amount will be contributed to your Account’s asset allocation on a periodic schedule. The Protected Cash feature may be used to remove an amount from your Account’s allocation and hold such amount as cash for a certain period of time. The Pending Distribution feature is generally used to set aside cash for expected withdrawals. Any amounts designated as DCA, Protected Cash or Pending Distribution will utilize the designated sweep option for your account’s Program. Since MMLIS earns revenue on sweep options, MMLIS and your IA-Rep have a conflict of interest to recommend use of the DCA, Protected Cash and Pending Distribution features. Please refer to the section titled “MMLIS Sweep Program” for more information regarding conflicts of interest associated with the designated sweep option for your account. If client assets have been held in Protected Cash for a prolonged period (as determined by the Firm), the Firm will have the ability to purchase a money market security with such assets and the money market security will be held as an Unsupervised Asset. Cash that has been moved from Protected Cash to a money market security is no longer FDIC-protected. If a client wishes to hold more assets in their Account in cash or cash equivalent investments than is consistent with the Account’s concentration parameters, clients can request for these assets to be designated as Unsupervised Assets. Since cash and cash alternatives are not included in the calculation of the fee MMLIS pays to NFS, MMLIS and IA-Reps have an incentive to recommend use of the DCA, Protected Cash and Pending Distribution features and to recommend that clients designate (or use their discretion to designate) assets held in cash or cash alternatives as Unsupervised Assets. Please refer to the section above in this Item 4 entitled “MMLIS Fee to NFS” for additional information about MI1611_StratSelect 1025 Page 14 of 49  this conflict of interest. Please also refer to the section below in this Item 4 entitled “Fees and Charges – Overview” for information about the Execution, Clearing and Custody Fee and conflicts related to the difference between the amount of this fee and the amount of the fee that MMLIS pays to NFS. Fees and Charges Overview Clients will pay an annual fee to MMLIS, the “Client Fee,” for the services provided under the selected Program. The services include the brokerage and advisory services provided by the Firm and the IA-Rep, the technology related services provided by Envestnet, the advisory related services provided by Envestnet, the advisory services provided by Strategists, the brokerage services involved in purchasing and selling the securities in a client’s Account, and the custodial and clearing services provided by NFS. The Client Fee will be paid in advance, on a monthly basis. The Client Fee includes an Execution, Clearing and Custody Fee of 0.06%, a negotiable Advisory Fee up to a maximum of 1.54%, and any applicable fees to Strategists. The fee rates for the Execution, Clearing and Custody Fee and the Advisory Fee are assessed against all assets that are invested in a client’s Account (other than Unsupervised Assets), including any portion of the assets maintained in cash or other short-term investments. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS will receive from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. IA-Reps do not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase your investment in your advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives, that are excluded from the calculation of certain fees MMLIS pays to NFS. The Advisory Fee can include breakpoints in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). Information about the Client Fee and the breakpoint schedule for a specific client is provided in the SIS. IA-Reps have an incentive not to include breakpoints in the Advisory Fee as the rate of the Advisory Fee will decrease as the assets in a client’s Account increase. The Advisory Fee is paid to MMLIS. MMLIS will pay a portion of the Advisory Fee to the IA-Rep after application of the compensation schedule and Administrative Assessment described below under “Additional Information about the Advisory Fee.” Assets that have been designated to the DCA or Protected Cash features will have a different fee schedule, as described above in “Cash Management Features.” Strategist Fees The Strategist charges an investment management fee for the cost of managing the Model within the account. The Strategist Fee is assessed on the overall percentage of assets managed by the Strategist within the account. A portion of the Strategist Fee includes additional compensation retained by Envestnet for providing support to the Strategist and/or for trading services. Strategist Fees range from 0.00% to 0.35%. MI1611_StratSelect 1025 Page 15 of 49  Please see each applicable Strategist Brochure (and the Envestnet Brochure, if Envestnet is selected as a Strategist) for additional information about the fees charged by such Strategist, including whether any breakpoints apply. Please also see the Envestnet Brochure for more information about the additional fees collected by Envestnet. As disclosed earlier, the Client Fee includes a negotiable Advisory Fee up to a maximum of 1.54%, If a client uses a Strategist to manage a model in the Account, the Strategist Fee can negatively impact the amount that the IA-Rep is able to negotiate as an Advisory Fee. The Strategist Fee may be waived or negotiated in certain instances. The differences in fees for Strategists, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend Strategists with lower, or no fees, if the IA-Rep believes a lower Strategist fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a Strategist or to recommend Programs with no Strategists, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. As described in this Brochure, there are additional services and account features that can be added to your account, some of which will increase the fees charged to your account (such as tax management services, and portfolio consulting services), and some of which may increase or decrease the fees charged to your account depending on your Account’s Advisory Fee (such as DCA or Protected Cash). These fees create a conflict of interest as they provide a financial incentive for an IA-Rep to refrain from recommending or selecting these services and account features for a Client’s Account if the IA-Rep believes the presence of these fees will prevent the IA-Rep from negotiating a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. Other Information about the Client Fee Clients may purchase the same or similar securities without paying the Client Fee or may pay less than the Client Fee if such securities were purchased outside of a Program. Thus, in some cases, it may be more cost efficient for clients to purchase securities outside of the Program. However, clients will not receive the services provided under the selected Program if they choose to do so. The Client Fee a client pays may be higher than those charged by the Firm for other advisory programs offered through the Firm, or higher than those charged by other sponsors of comparable programs. Fees charged for similar services often vary by office and by IA-Rep. Certain IA-Reps provide comparable services for fees that are different from those charged by other IA-Reps, and some IA-Reps charge higher fees than other IA-Reps for similar services. The Firm reserves the right to reduce the Client Fee for employees, associated persons, agents, or independent contractors of the Firm or its affiliates and their immediate family members or for any other person for any other reason at its discretion. The Client Fee will be calculated in accordance with the Program Agreement. The Custodian is responsible for deducting the Client Fee from client’s Account in accordance with the Program Agreement. The mutual funds are “no load” or “load” waived mutual funds, meaning the sales charges associated with mutual funds will not be charged to clients. Fees associated with the Programs are assessed on all assets in the client’s Account (other than Unsupervised Assets) including any assets maintained in money market funds, cash or cash alternatives. The Client Fee creates an incentive for MMLIS and IA-Reps to recommend the Programs over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS and, because the amount of the Client Fee increases as the amount of assets in the account increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. Third-Party Advisory Programs are advisory programs for which a client enters into an MI1611_StratSelect 1025 Page 16 of 49  investment advisory agreement with an investment adviser other than MMLIS and a broker-dealer other than MMLIS acts as the introducing broker-dealer. Breakpoints and Account Aggregation When negotiating client account fees, IA-Reps may consider the amount of assets an IA-Rep manages for a client (or group of clients) across one or multiple accounts. An IA-Rep can include breakpoints in the Advisory Fee in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). In connection with negotiating client account fees, a client can request that the IA-Rep “household” or combine multiple eligible client accounts together for purposes of calculating the Advisory Fee. Fee householding can result in lower overall fees if the aggregate household value is high enough to qualify for lower fee breakpoints. It is the client’s responsibility to inform their IA-Rep about account that could be aggregated for purposes of calculating the Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client account in the client’s “household” for any reason, at any time, in their sole discretion. Special tax rules apply to qualified retirement accounts that limit the ability to include their assets in a “household” for purposes of lowering Advisory Fees. Clients should consult with their tax advisor as improper aggregation can result in tax penalties for a client. Clients should review their accounts and inform their IA-Reps or MMLIS if a client believes their retirement account is being aggregated. IA-Reps have an incentive not to include breakpoints in the Advisory Fee (or to household accounts for purposes of calculating the Advisory Fee) as the rate of the Advisory Fee will decrease as the assets in a client’s Account (or household accounts) increase. Accounts cannot be aggregated for purposes of calculating Strategist Fees even if a client would qualify for a breakpoint in a Sub-Manager’s Fee if client’s accounts were aggregated. IA-Reps have different practices for negotiating client account fees and there is no guarantee that the fee schedule for your account will include breakpoints or that your account will be aggregated with other accounts for the purpose of calculating the Advisory Fee for your account. Moreover, the Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Advisory Fee will vary among IA-Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. Additional Client Fees Each client Account is subject to an annual fee of $20, which is charged at the end of June, unless the Account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 9 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client Accounts are subject to the following brokerage account termination fees (the “Termination Fees”): • Retirement Accounts — $125 • All Other Accounts (if transferred to a different firm) — $50 Termination Fees are deducted from the Account at termination. The Client Fee does not include Termination Fees. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. If NFS charges a recurring annual fee for any Unsupervised Assets in Accounts within the Programs (such as alternative investments), these fees will be paid by the client and are in addition to the Client Fee. Clients will sign a separate agreement with NFS describing these fees if such investments will be included in a client’s Account. MI1611_StratSelect 1025 Page 17 of 49  Additional Information about the Advisory Fee As previously described, IA-Reps are compensated with a portion of the Advisory Fee. The final net compensation received by the IA-Rep is subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule varies monthly based on the IA-Rep’s earnings in the previous twelve months. The compensation schedule is also impacted by the total amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company), (“Trust Accounts”). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Programs) and Trust Accounts. It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. Finally, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MMLIS incurs various administrative costs associated with offering the Programs. MMLIS keeps and utilizes a portion of the Advisory Fee (an “Administrative Assessment”) to pay for such administrative costs. MMLIS utilizes a fee schedule to determine the amount of the Administrative Assessment and the amount of the Advisory Fee that will be paid to the IA-Rep. The Firm has an incentive program where MMLIS will pay an IA-Rep a larger portion of the Advisory Fee and keep less of the Advisory Fee to cover its administrative costs based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB The IA-Rep is not entitled to any portion of the Advisory Fee other than that portion determined by MMLIS in its sole discretion after application of the compensation schedule and Administrative Assessment. These incentive programs create a conflict of interest and incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over Third-Party Advisory Programs and other types of accounts or services. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. In addition, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, these incentive programs do not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, pursuant to this incentive program, certain IA-Reps are paid almost all of the Advisory Fee. MI1611_StratSelect 1025 Page 18 of 49  MMLIS does not utilize an Administrative Assessment for the products and services it offers other than for the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS. The Administrative Assessment creates an incentive for MMLIS to recommend these advisory programs (including the Programs) to clients over third-party advisory programs and other types of accounts or services offered by MMLIS. Other Fees and Expenses The Client Fee does not include certain other fees and charges such as any fees imposed by the SEC, fees resulting from any special requests client may have, fees or commissions for securities transactions (including without limitation dealer mark-ups or mark-downs) that are not executed through MMLIS and cleared by the Custodian, or costs associated with temporary investment of client funds in a money market account. In addition, when applicable, NFS charges additional miscellaneous fees (including, but not limited to, ACAT fees, international trading and custody fees, and IRA maintenance fees). Fees will not be charged on the basis of a share of capital gains or capital appreciation of a client’s funds or any portion of a client’s funds. Other costs that are charged to the client, when applicable, and that are not part of the Client Fee include spreads paid to market-makers, exchange fees, and other fees and charges customary to securities brokerage accounts. The Client Fee also does not include the internal management, operating or distribution fees or expenses imposed or incurred by a mutual fund or ETF held in a client’s Account. If a client’s assets are invested in any mutual funds, ETFs, or pooled investment vehicles, in addition to the Client Fee, client will incur the internal management and operating fees and expenses, which may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client’s assets) and other fees and expenses that may be assessed by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Further information regarding charges and fees assessed are discussed in the appropriate prospectus, annual report and/or custodial agreement applicable to the corresponding investment vehicle (“Disclosure Documents”). Clients should review the Disclosure Documents of the mutual funds and ETFs held in their Account. As indicated above, the Firm also serves as the broker-dealer for client Accounts under the Programs. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. This compensation to the Firm from such mutual funds is in addition to the advisory and other fees the Firm receives under the Programs. This compensation creates a financial incentive for the Firm to recommend for clients to invest in mutual funds that pay 12b-1 fees. This conflict is mitigated because the Strategists (and not MMLIS or the IA-Reps) select the mutual funds or mutual fund share classes for the Models. In addition, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Further information regarding these fees and other charges assessed by mutual funds may be found in the applicable mutual fund prospectus. In order to effectuate trades under the Programs, clients need to establish a brokerage account through the Firm with the Custodian, which will act as clearing firm and custodian for clients’ assets under the selected Program. Accordingly, it is expected that Envestnet will place transactions for the purchase and/or sale of securities and other investments for client’s Accounts through MMLIS which will be cleared by the Custodian. However, if Envestnet (or a Strategist, where applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including the net price, a broker other than the Custodian can be used for execution. In such instances, clients will be subject to transaction costs and fees that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. Please see the Envestnet Brochure (or the Strategist Brochure, where applicable) for information on how trades are sent or directed to the Custodian or other broker-dealers. Clients should also review MMLIS’s Step-Out Trading Disclosure which includes additional information and a list of the Strategists that engage in step-out trading (available at https://compass. massmutual.com/api/public/assets/file/blt1880b584f0844a72. MI1611_StratSelect 1025 Page 19 of 49  When possible, Envestnet may aggregate transactions from different client accounts to improve the quality of the execution. When transactions are aggregated, the actual prices applicable to the aggregated transaction will be averaged, and the account will be deemed to have purchased and sold its proportionate share of the securities involved at the average price obtained. When trades are not aggregated, clients will not benefit from lower transaction per share costs that often occur as the result of aggregating trades. Trustees may also charge retirement accounts subject to Title 1 of ERISA (ERISA Accounts) additional fees. Payment of Fees and Expenses Upon acceptance of the Brokerage Agreement, the Program Agreement and the Account being funded at the “Required Account Opening Amount,” which is the greater of (i) an amount at or above the Program minimum, unless waived by the Firm, or (ii) an amount at or near the investment amount identified in the ISP which was agreed upon between the client and the IA-Rep, clients pay an initial Client Fee that is based on the initial market value of the Account. The first payment is prorated to cover the period from the date the Account is opened through the end of the current calendar month. Thereafter, the monthly Client Fee is paid at the beginning of each calendar month for such month. The monthly Client Fee is based on the fair market value of the assets in the Account on the last business day of the preceding calendar month as calculated in accordance with the Program Agreement and as described above. Please see Item 5 below for information about the Program minimums. Clients also are subject to a Client Fee for any additional lump sum contribution(s) in a calendar month equal to or greater than $10,000. Such clients will pay for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution equal to or greater than $10,000. Payment of the Client Fee will be made in the month following any such contribution and will be based on the amount of the contribution. Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures (and when any applicable product issuer provides the proceeds from a redemption to MMLIS). All withdrawals are first funded from the amount in the client’s cash sweep option. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied by redeeming securities in the client’s Account. Withdrawals may have tax consequences such as capital gains taxes, the sale of securities or other assets in or outside of the cash sweep option may trigger taxable event, to which capital gains (or other) taxes apply. Envestnet will rebalance the Account back toward the selected allocation, thus triggering a possible taxable event. MMLIS will adjust or refund Client Fees paid by client that are attributable to partial withdrawals equal to or greater than $10,000 that client made during any calendar month. MMLIS will refund such clients for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of a partial withdrawal equal to or greater than $10,000. Payment of such refund will be made in the month following any such withdrawal and will be based on the amount of the withdrawal. If an Account is terminated, MMLIS will refund to clients a pro rata portion of any pre-paid, but unearned Client Fee for the current month. The amount refunded to clients will be based on the number of days remaining in the month after the date of termination. Clients pay the Client Fee and other applicable fees and expenses under the selected Program by instructing NFS through the Program Agreement to automatically debit the Client Fee, and applicable fees and charges (collectively “Expenses”), from their Account. The amount debited to pay the Expenses under the selected Program will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. Envestnet will automatically rebalance a client’s Accounts if payment of the Expenses under a Program causes the client’s cash investments to fall below the percentage threshold (and if the dollar threshold is met) and/or to cover any Account debit balances. If this occurs, the remaining amount of the Expenses and/or Account debit balances that cannot be covered by assets in the cash sweep option will be paid by redeeming shares of securities in the client’s Account. In such cases, the client may face a taxable event, to which capital gains (or other) taxes may apply. Clients should consult with a qualified independent tax advisor. MI1611_StratSelect 1025 Page 20 of 49  Fee Forgiveness When a client contributes assets to its Account from a previously established MMLIS brokerage account or contributes mutual funds for which MMLIS is the broker-dealer of record (either from the redemption of such assets and mutual funds or the assets and mutual funds themselves) such clients may be eligible for “Fee Forgiveness.” The Advisory Fee may be reduced for a period of time to take into account the cost of certain sales charges previously paid by the client or to be paid upon redemption. Fee Forgiveness is not available for assets for which MMLIS is not the broker-dealer of record. In addition, sales charges previously paid by the client will only be taken into account for Fee Forgiveness to the extent the client paid such sales charges in the previous two years (for A-share mutual funds) or previous 13 months (for C-share mutual funds, stocks, bonds, options and ETFs) and MMLIS was the broker-dealer of record for the mutual funds or applicable brokerage account at the time client paid the sales charges. Please note that in certain circumstances, proceeds from a client’s liquidated assets eligible for Fee Forgiveness can become commingled with other cash owned by the client. When the commingled funds are used to purchase assets contributed to client’s Account, MMLIS is under no obligation to apply Fee Forgiveness unless client can demonstrate that the eligible funds were utilized for the purchase. If you believe Fee Forgiveness should apply to a particular account or transaction, please contact your IA-Rep. If the account is fully disbursed before the Fee Forgiveness has been fully applied, the Fee Forgiveness associated with such assets will be discontinued and any remaining fees associated with such assets scheduled to be forgiven will not be forgiven. Fee Forgiveness is available only while a client’s Account is open. If the Account is terminated for any reason, any remaining fees scheduled to be forgiven will not be forgiven. Additional details regarding Fee Forgiveness can be found in the Program Agreement. Termination The Program Agreement will continue in effect until terminated by either the client or the Firm in accordance with the termination provisions of the Program Agreement. MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, the Firm may retain amounts in a client’s Account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS MMLIS generally provides investment advisory services to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts and different types of retirement accounts, including SEP, Simple, and traditional IRAs. In addition to the required Program Agreement, Brokerage Agreement and completed SIS, some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an Account. The Brokerage Agreement governs the brokerage services provided by MMLIS in connection with a client’s participation in a Program. The minimum initial funding to open an Account in the Programs, unless the minimum is waived, is $5,000. Particular Models may have higher minimum requirements which the Firm cannot waive. As a result, clients may not be able to invest in a particular Model if the amount to be invested in the Model would be less than the Model minimum. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. Clients should speak to their IA-Reps for a description of the Model investment minimums and should also refer to each Strategist Brochure for more information. MI1611_StratSelect 1025 Page 21 of 49  Accounts cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds. Initial asset value less than the Required Account Opening Amount will not be managed under the Program but will be placed in the cash sweep option until the asset value reaches the Required Account Opening Amount. Once the Required Account Opening Amount is reached, client assets will then be invested in accordance with client’s selected Model. Clients may make additional contributions to their Accounts at any time. Clients may fund contributions to a Program with cash or securities. Additional contributions are allocated initially to the cash sweep option and will remain there until a client’s Account is rebalanced or the cash allocation in client’s Account exceeds certain parameters. Clients should be aware that it can take at least one business day for new or additional contributions to be available for investment. As a result, executions of trade orders can occur at prices that are significantly different from the market price at the time of a contribution. Please see the Envestnet Brochure for more information. If an Account falls below the account minimum requirement at any time and for any reason, the Firm may, in its discretion, close the Account and transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm on its brokerage accounts. If a client contributes securities to an Account, the Firm and Envestnet have the right to liquidate those securities in their sole discretion. Clients should be aware that a reasonable amount of time is necessary for the Firm to execute such trades. Clients should consider the cost, if any, of sales charges previously paid or to be paid upon such redemption, which are in addition to the Client Fee paid under the Program. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor before making any redemptions. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION The Firm, through its IA-Reps, provides clients with the advisory services described in Item 4 of this Brochure. As indicated in Item 4, Envestnet is tasked with several responsibilities under the Programs, including selecting, screening and/or maintaining certain Models. In fulfilling these responsibilities, Envestnet uses its proprietary due diligence and analytical methodologies to monitor and maintain certain Models. For more information on Envestnet’s role under this Program and its methods of analysis, please refer to the Envestnet Brochure as well as Item 4 of this Brochure. Selection of Available Models MMLIS selects the Models available in the Program based either on its own due diligence or a combination of its own due diligence and the research of third parties (such as Morningstar). Generally, MMLIS selects Models with an “Approved” research status from Envestnet. Having this research status means that the Model has met Envestnet’s proprietary review criteria. For a discussion of Envestnet’s due diligence procedures, please refer to the Envestnet Brochure. When conducting due diligence on Models, MMLIS reviews reports produced by Envestnet and other third parties (such as Morningstar) on the Strategists and their Models including information relating to: investment philosophy, personnel, and performance. MMLIS also reviews additional information about the Strategists including their ADVs and websites, and information on their executives available on BrokerCheck. If a Strategist or Model does not have an approved research status from Envestnet, MMLIS will conduct further due diligence that typically includes direct contact with the investment managers. MMLIS considers a variety of factors including management, longevity, performance, compliance and operations. All Strategists and Models (or the criteria used to select Strategists and Models) must be approved by the MMLIS IA Investment Committee. Certain mutual funds or ETFs are managed or sponsored by Envestnet or an advisory firm that is an affiliate of Envestnet. In such instances, Envestnet may have an indirect financial incentive to include such mutual funds or ETFs in its Models. Clients should refer to the prospectus for each mutual fund and ETF for more information. Clients should also refer to the Envestnet Brochure for a description of its due diligence procedures. MI1611_StratSelect 1025 Page 22 of 49  The Models selected for inclusion in the Programs include Models for which Envestnet is a Strategist. Envestnet does not employ the same diligence procedures in evaluating itself or its own Models. This also presents a conflict of interest in that Envestnet has a financial incentive to recommend its Models for inclusion in a Program as it may receive additional compensation in the form of advisory fees if a client selects a Model provided by Envestnet. Such fees are included in the client’s Client Fee. Please see the Envestnet Brochure for additional information. Envestnet and MMLIS are responsible for monitoring the Models and their performance and they do so according to their individual screening criteria. A Strategist or Model will no longer be available for new clients if MMLIS determines that it should be removed based on Envestnet’s recommendation, MMLIS’s due diligence or other factors such as regulatory considerations. The Model for an existing Account may also be replaced. Detailed information about Envestnet’s ongoing monitoring may be obtained by reviewing the Envestnet Brochure. Notwithstanding Envestnet’s and the Firm’s review processes, clients should be aware that investing in the Models is subject to market risk and possible loss of principal. The purpose of each screening process is to identify Models that satisfy certain minimum investment criteria. For information regarding the mutual funds and ETFs available under a Program, including any associated fees, please read the prospectus of each particular mutual fund and ETF. Envestnet creates a Manager Profile information sheet on each Strategist which includes information on the Models that each Strategist creates and/or manages for the Programs. Manager Profiles are available from the IA-Rep. Selection of Model for a Client’s Account Client’s IA-Rep will assist client in selecting a Model and Strategist for client’s Account. The IA-Rep will discuss with the client various factors, including but not limited to client preferences, fees charged by the Strategist, information on Strategists, including their performance, forwarded by Envestnet, and the account minimum requirements of Models. The client is ultimately responsible for deciding which Model to choose. MMLIS also has ongoing responsibility to advise clients regarding the appropriateness of the Model and the Strategist selected by the client for the Account in light of the client’s objectives, assets, risk tolerance and investment experience as disclosed to MMLIS. When appropriate, the IA-Rep may also assist the client in determining whether the existing Model should be replaced. The IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. Additional Information IA-Rep Prerequisites In order to become an IA-Rep of the Firm and provide services to clients under a Program on behalf of the Firm, the IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Brochure. Once an IA-Rep has been approved to provide advisory services under a Program, the IA-Rep must annually certify that the IA-Rep continues to comply with the Firm’s policies and procedures. If an IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by the Firm to another qualified IA-Rep, who will service client’s account on the Firm’s behalf. Clients will be informed if their account is assigned to another IA-Rep. Due Diligence on Envestnet The Firm conducts due diligence on Envestnet, generally on an annual basis. The due diligence includes a review of Envestnet’s organization, personnel, investment philosophy, investment process (asset allocation and investment selection), due diligence process, performance, and back office. The annual due diligence may include site visits to some of Envestnet’s offices. The Firm does not calculate Envestnet’s investment performance, or reviews its performance information in order to determine or verify i) its accuracy or compliance with any presentation standards, or ii) if such information is calculated on a uniform or consistent basis. MI1611_StratSelect 1025 Page 23 of 49  ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS As described in Item 4, the information that a client supplies to the IA-Rep, the SIS and any other documentation provided by the client is used by the Firm and its IA-Reps to provide the client with investment advisory services under each Program. The Firm also makes available such information to Envestnet so that Envestnet may fulfill its obligations as described in Item 4 of this Brochure and in the Envestnet Brochure. A client has the obligation to inform the IA-Rep of any change in their financial and personal circumstances that may have a material impact on the management of their Account. Any updated information that they provide may also be shared with Envestnet and the applicable Strategist. Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets in either of the Programs by identifying them on the SIS. The Firm will forward any investment restrictions requested by the client to Envestnet and to the Strategists, through Envestnet, for review. Investment restrictions must be reasonable, as determined by Envestnet and/or the Strategist and must be complete and consistent with applicable law. MMLIS, Envestnet, and the Strategist observe the investment restrictions that a client provides in the SIS, if deemed reasonable; provided that Envestnet and the Strategists reserve the right to seek further direction from the client through the Firm before any such investment restrictions are observed. Clients may impose new, or modify any existing, investment restrictions on the investments in their Account at any time by contacting their IA-Rep. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients have access to their IA-Rep for information on their Account. IA-Reps will also accept inquiries from clients about Envestnet and Strategists as well as each of their roles under each Program and coordinate the provision of responses to clients. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. MI1611_StratSelect 1025 Page 24 of 49  FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its MI1611_StratSelect 1025 Page 25 of 49  revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third-party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MI1611_StratSelect 1025 Page 26 of 49  MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MATERIAL RISKS Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Account under a Program due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by participating in a Program. Clients should read carefully a copy of the current Strategist Brochure and the prospectus, or other disclosure documents, associated with the mutual funds and ETFs. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks. The investment returns on a client Account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in a Program. MI1611_StratSelect 1025 Page 27 of 49  The Firm and its IA-Reps do not provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. In general, MMLIS relies on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios to clients. Please refer to Item 4 for a description of our services and the services provided by third-party investment advisers and money managers. When reviewing third-party investment advisers and money managers, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance of investment advisers and money managers, initially and on an ongoing basis, in an attempt to determine if that investment adviser or money manager has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. Third-party managers may themselves utilize third-party research as the basis for their investment recommendations under these programs. Please refer to the Envestnet Brochure and each Strategist Brochure for more information. Given the wide range of investments in which a client’s Account may be invested, there is similarly a very wide range of risks to which a client’s assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which Accounts may invest. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with the Programs: Your Account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IA-Rep may recommend a focused or completion Model primarily to complement an existing investment strategy. All strategies implemented by MMLIS involve a risk of loss that clients should be prepared to bear. Acts of God and Geopolitical Risks — The performance of an Account could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on MMLIS, clients, Accounts, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, MMLIS’s ability to source, manage and divest investments, and MMLIS’s ability to achieve clients’ investment objectives, ultimately resulting in significant losses to the Account. In addition, there is a risk that a disruption will significantly impact, or even temporarily or permanently halt, MMLIS’s operations and/or the operations of any underlying portfolio funds and companies. Asset Allocation Risk — Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet the MI1611_StratSelect 1025 Page 28 of 49  client’s investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. The client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change. There are risks associated with asset allocation. One such risk is that the client may not participate in sharp increases in a particular security, industry or market sector. Clients with an asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short-term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. Clients with a tactical asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of the client’s portfolio vary significantly and is likely to vary from the Investment Objective selected for the Account. There is no guaranty a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation programs. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that the client will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. For specific information about the asset allocation associated with each Model, please refer to each Strategist Brochure and other information provided about each Model. Alternative Mutual Funds Risk — Alternative mutual funds have many of the same protections as other registered investment companies, but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds may present risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Cryptocurrency Exchange-Traded Products — The SEC has approved certain cryptocurrency exchange-traded products (“ETPs”) that are listed and traded on national securities exchanges. Currently, the approved ETPs hold Bitcoin or Ethereum as the underlying cryptocurrency. Cryptocurrencies are not legal tender in, and are not backed by the government of, the United States. The value of cryptocurrencies can be highly volatile as the prices are based on supply and demand and their perceived value, which are subject to change. Because cryptocurrency ETPs hold only the underlying cryptocurrency and cash, an investment in the ETPs may be more volatile than an investment in a more-broadly diversified portfolio. Various factors might cause the price of cryptocurrencies to drop precipitously, including, but not limited to, changes in preferences for competing cryptocurrencies, regulatory changes, technological issues, and malicious activity. For example, the price of cryptocurrencies might be affected by a decline or cessation in the adoption and use of cryptocur- rencies; the lack of expansion of cryptocurrencies into retail and commercial markets; or market participants developing a preference for particular cryptocurrencies. In the United States, cryptocurrencies are not subject to federal regulation, although they might be regulated by state regulatory authorities. It is possible that the federal government or additional state regulatory authorities adopt laws and regulations that affect cryptocurrencies and their users. In addition, crypto- currencies trade on largely unregulated exchanges that are not subject to the same regulatory guardrails as regulated MI1611_StratSelect 1025 Page 29 of 49  exchanges; can be subject to greater risk of fraud (e.g., potential market manipulation) and failure than regulated exchanges; and might not be required to protect customers or their markets to the same extent as regulated exchanges. In addition, exchanges are susceptible to service interruptions and cybersecurity threats and breaches, which can result in the theft or loss of cryptocurrencies and a decline in the value of cryptocurrencies. Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. Exchange-Traded Funds (ETFs) Risk — The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying securities. ETFs are also subject to risks relating to market trading, including the potential for lack of an active market for ETF shares and significant market disruptions. Although ETF shares are listed on a national securities exchange, it is possible that an active trading market may not develop or be maintained, particularly during times of severe market disruption. If ETF shares need to be sold when trading markets are not properly functioning, they may be sold at a significant discount to their net asset value (NAV), or it may not be possible to sell them in the secondary market. Market and other disruptions also make it difficult for the ETF to accurately price its investments, thereby affecting the ETF’s price and performance. Similarly, an exchange or other markets may issue trading halts on specific securities or derivatives, which will affect the ability of the ETF to buy or sell certain securities or derivatives. In such circumstances, the ETF may be unable to rebalance its portfolio or accurately price its investments and may incur substantial trading losses. ETFs that seek to track the performance of a specified underlying index (“index ETFs”) are not actively managed and the investment advisers of such ETFs do not attempt to take defensive positions in declining markets. Therefore, Index ETFs may be subject to greater losses in a declining market than a fund that is actively managed. ETF shareholders will bear a proportionate share of the ETF’s expenses, including, as permitted by applicable law, certain management and other fees contained in that ETF’s prospectus. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, an Account’s value may fluctuate and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the Account. Investment Company Risk — When an Account invests in an investment company, including mutual funds, closed-end funds, UITs and ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Account may be subject to additional or different risks than if the Account had invested directly in the underlying investments. For example, the lack of liquidity in an ETF could result in its value being more volatile than that of the underlying securities. Closed-end investment companies issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. As a result, a closed-end fund’s share price fluctuates based on what another investor is willing to pay rather than on the market value of the securities in the fund. Investment Style Risk — A Model’s strategy may underperform other sectors of the markets or the markets as a whole. Leverage Risk — A pooled investment vehicle (e.g., mutual fund, ETF, etc.) may borrow money (and/or establish a line of credit) to provide for opportunistic asset allocation, facilitate payments on withdrawal and to remain fully invested in anticipation of future contributions. Additionally, a pooled investment vehicle may enter into various derivatives (such as options, futures and swaps) that have implicit or internal leverage in that the notional value of the derivative instrument is much larger than the cash needed to establish and maintain the derivative instrument. Although leverage will increase the pooled investment vehicle’s investment return if the investment purchased with borrowed funds earns a greater return than the interest expense the pooled investment vehicle pays for the use of those funds, the use of leverage will decrease the return on the pooled investment vehicle if the pooled investment vehicle fails to earn as much on its MI1611_StratSelect 1025 Page 30 of 49  investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the pooled investment vehicle, especially in times of a “credit crunch” or during general market turmoil. Market Risk — The market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Market risk includes prices dropping in reaction to both tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events (see “Acts of God and Geopolitical Risks” above). Money Market Funds Risk — An investment in money market funds is not a bank deposit nor is it insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the money market fund seeks to maintain a constant price per share of $1.00, client may lose money by investing in the money market fund. The money market fund may experience periods of heavy redemptions that could cause the money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. This could have a significant adverse effect on the money market fund’s ability to maintain a stable $1.00 share price, and, in extreme circumstances, could cause the money market fund to suspend redemptions and liquidate completely. Reliance on Technology; Cybersecurity Risk; Back-up Measures — MMLIS’s operation is dependent on various computer and telecommunications technologies, many of which are provided by or are dependent upon third parties such as data feed, data center, telecommunications, or utility providers. The successful deployment, implementation, and/or operation of such activities and strategies, and various other critical activities, could be severely compromised by system or component failure, telecommunications failure, power loss, a software-related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on clients, including by preventing MMLIS, Envestnet, or any Strategists from trading, modifying, liquidating, and/or monitoring its clients’ investments. In addition, clients should be aware of the risk of attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to MMLIS’s interconnectivity with third-party vendors, central agents, exchanges, clearing houses, and other financial institutions, MMLIS could be adversely impacted if any of them is subject to a cyber-attack or other information security event. Although MMLIS takes protective measures and endeavors to modify its operations as circumstances warrant, computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. MMLIS has certain backup measures in place for such disruptions, but no assurance can be given that these plans will be realized, or that, in particular, MMLIS would be able to resume operations following a business disruption. Turnover Risk — To the extent that a Model buys and sells securities frequently, such activity may result in increased brokerage or other higher transaction costs and additional capital gains tax liabilities. These costs affect the Account’s performance. To the extent that a Model invests in an underlying fund, the Model will have no control over the turnover of the underlying fund. In addition, the withdrawal of a Model from an underlying fund could involve expenses, such as redemption fees, to the Account under the terms of the Model’s investment. Other Financial Industry Activities and Affiliations The Firm is registered with the SEC as an investment adviser and a broker-dealer and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities, including, but not limited to, stocks, bonds, municipal and government securities, and mutual funds to the public. The products available through the Firm include products issued by our affiliated insurance companies as well as those issued by unaffiliated issuers. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services which may include clients who participate in the Programs. The Firm, as a broker-dealer, effects securities transactions for these brokerage MI1611_StratSelect 1025 Page 31 of 49  customers for compensation and may recommend that customers buy or sell securities or investment products in which the Firm or its officers, directors, employees or RRs have a financial interest or may themselves purchase or sell. Clients should be aware that compensation earned by the Firm and its RRs vary by product and by issuer. Therefore, the Firm and its RRs may receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are RRs and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s RRs and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. MI1611_StratSelect 1025 Page 32 of 49  Affiliated Funds may be available as underlying investments in a Model. When an affiliated fund is an underlying investment in a Model, MMLIS and/or one of its affiliates receives a financial benefit. This conflict of interest is mitigated because neither MMLIS nor the IA-Reps select the investments within a Model. MMLIS also addresses this conflict by disclosing it to you. In addition, when Affiliated Funds are included in a qualified retirement plan account or IRA, neither the Execution, Clearing and Custody Fee or the Advisory Fee will be charged on the portion of the account invested in the Affiliated Funds. The account will be charged any additional applicable fees. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Clients cannot purchase Invesco common stock as an investment for their Account. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation, including the Growth Bonus. The referral fee and these incentive programs create a conflict of interest and an incentive for IA-Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Brochure. Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the Programs. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’s clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives additional compensation in the form of revenue-sharing payments from NFS as described below and in Item 4 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives revenue sharing payments from NFS for investments in mutual fund shares in NFS’s NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, the Firm, as a broker-dealer, also earns 12b-1 fees from certain mutual funds for providing distribution and/or administrative services to mutual funds (which are credited back to clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments MI1611_StratSelect 1025 Page 33 of 49  in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and “MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers custodied with NFS over the previous year (including the assets in the Programs), excluding certain assets that were already custodied with NFS, and maintaining a certain amount of accounts and assets that MMLIS customers custody with NFS (including the accounts and assets in the Programs). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the Programs, over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with IA-Reps. MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’ services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the Programs) for which MMLIS receives compensation from NFS over advisory programs (such as third-party programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 9. Relationship with Envestnet In addition to the advisory business relationship between Envestnet and the Firm as described in Item 4 above, MMLIS has entered into other agreements with Envestnet and Envestnet affiliated investment advisers to offer other advisory programs. Please contact MMLIS or your IA-Rep for additional information about such programs. Envestnet also provides research and other technology services to MMLIS for a separate fee. Furthermore, Envestnet and, if applicable, its affiliates and subsidiaries, from time to time pay fees to attend Firm sponsored sales and/or training conferences. In 2023, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2024. Representatives from Envestnet and, if applicable, its affiliates and subsidiaries, generally network with and provide training to IA-Reps and the Firm’s personnel at these conferences. The fees received by the Firm are generally used to offset expenses associated with hosting conferences and other expenses, and are not paid directly to IA-Reps. While IA-Reps do not receive a portion of these fees, IA-Reps may be more likely to recommend the Program, other Envestnet advisory programs, or products offered through Envestnet’s affiliates or subsidiaries that are accessible through the Firm, to prospective clients because of the education and the exposures that IA-Reps receive on such services and products. MI1611_StratSelect 1025 Page 34 of 49  Envestnet’s parent company, Envestnet, Inc., was acquired by affiliates of vehicles managed or advised by Bain Capital Private Equity, LP, a private equity firm, and certain minority co-investors on November 25, 2024. The minority co-investors include strategic partners BlackRock, Fidelity Investments, Franklin Templeton, and State Street Global Advisors. Due to their ownership interest, Envestnet has an incentive to make the investment products offered by BlackRock, Fidelity Investments, Franklin Templeton and State Street Global Advisors available on its platform and to grant these investment products with an approved research status. Envestnet also has an incentive to work with these companies to create new investment products to offer on its platform. Clients should review the Envestnet Brochure for additional information about Envestnet’s ownership structure and related conflicts. Compensation for IA-Reps As previously discussed, MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule is impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For these purposes, the relevant advisory fees are those earned across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 million or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. MMLIS also has an incentive program where an IA-Rep will receive a larger portion of the Advisory Fee based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For this purpose, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). This creates an incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. The Firm addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, IA-Reps can earn a Growth Bonus. The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) MassMutual Trust Accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. Certain IA-Reps of the Firm are also be affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with the Firm (“Third-Party Adviser”). In that MI1611_StratSelect 1025 Page 35 of 49  respect, such IA-Reps may offer investment advisory programs through both the Firm and the Third-Party Adviser. The compensation that they receive from the Third-Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from the Firm. While the investment advisory programs made available by the Third-Party Adviser may differ materially from the programs made available by the Firm, the IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm (including the IA-Reps), and/or its affiliates, may have investment responsibilities, render investment advice to, and perform other investment advisory services for, other individuals and entities (“Other Accounts”). Clients should be aware that the Firm and its affiliates, and their respective partners, directors, trustees, officers, agents, IA-Reps and employees may buy, sell or trade in any securities for their respective accounts (“Affiliated Accounts”) or Other Accounts. The Firm (including IA-Reps) and its affiliates may give advice or exercise investment responsibility and take such other actions with respect to Other Accounts and Affiliated Accounts which may be similar to, differ from, or contradict, the advice given or the timing or nature of action taken with respect to clients’ Account(s). Additionally, Other Accounts and Affiliated Accounts may at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which client’s Account may have an interest from time to time, whether in transactions which involve client’s Account or otherwise. The Firm shall have no obligation to purchase for client’s Account a position in any investment which Other Accounts or Affiliated Accounts may acquire, and that the client shall have no first refusal, co-investment or other rights in respect of any such investment. MMLIS does not affect any principal or agency cross securities transactions for client accounts. The Firm will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys securities from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person MI1611_StratSelect 1025 Page 36 of 49  on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. Review of Accounts Services Provided by the Firm The Firm, through the IA-Reps, will be available during business hours to answer any questions that the client may have regarding their Account and/or to provide client services related to client’s Account. The Firm will notify clients in writing at least quarterly to contact the Firm if there have been any changes in their financial situation or investment objectives that might affect the manner in which their Account assets should be managed, and whether they wish to add, or modify any existing, investment restrictions imposed on the investments in their Account, or whether there have been any changes in their investment objectives that might affect the manner in which their assets should be managed. The Firm, or the IA-Reps, will also contact clients at least annually to review each client’s Account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the Account. MMLIS may terminate the Program Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsi- bility for making any changes to the portfolio. The IA-Rep is available on an ongoing basis to discuss the client’s participation in the selected Program or the client’s investments in general. Services provided by Envestnet On an ongoing basis, Envestnet maintains the software utilized to generate the ISP and SIS. Additionally, Envestnet has an ongoing responsibility for implementing securities trades according to the Models for Accounts. Envestnet shall also observe any client-imposed investment restrictions that Envestnet has accepted. Cash Administration Cash Allocation. The Models are designed to maintain a minimum cash allocation to facilitate administration of the investment portfolio, including, but not limited to, trading and fee collection. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the changing of underlying investments, processing of client contributions or withdrawals, or during the initial investment of a client Account. If the amount of a client’s Account invested in cash varies beyond a determined maximum cash allocation, then the excess cash balance will be allocated to other holdings within the Account. MI1611_StratSelect 1025 Page 37 of 49  The Program Fee and other expenses under each Program are deducted from Program Account assets clients have in the cash sweep option (initially, before other Program Account assets), as outlined in greater detail in the Program Agreement. By executing the Program Agreement, clients authorize the Custodian to pay the Program Fee and all other fees and charges that are due and payable in a given calendar month under the selected Program from Program Account assets client has in the cash sweep option. If a client’s Program Account does not have enough cash in the cash sweep option to pay for the Program Fee, account debit balances or other charges, the Strategist will instruct Envestnet to sell any Program Account assets it deems appropriate to make such cash available. In such cases, clients may face a taxable event, to which capital gains (or other) taxes may apply. Further details of Envestnet’s ongoing responsibilities under the Programs can be found in the Envestnet Brochure. Client Statements and Performance Reports NFS will send client statements of all activity in clients’ brokerage accounts on no less than a quarterly basis. Clients can request written confirmations of trades cleared and settled through the brokerage accounts. Clients should carefully review their brokerage account statements and confirmations issued by NFS and contact the Firm or their IA-Rep immediately upon discovery of any errors, discrepancies or irregularities. Clients should contact their IA-Reps to discuss the various performance reporting options that are available. IA-Reps are available to discuss performance reports, Account allocations, Account performance or any other matter relating to a client’s Account. Client Referrals and Other Compensation Additional Compensation Related to Advisory Activities and Referral Arrangements Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts and MMLIS Financial Planning to IA-Reps and/or Clients as potential products over other products and services for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds and/or ETFs that are underlying investments in a Model available in the Programs. Certain Strategic Partners are also Strategists. Strategic Partners are provided with increased access to our home office personnel, registered represen- tatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our Representatives, and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes Strategic Partners and their products and services in proprietary marketing materials and/or websites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law), MI1611_StratSelect 1025 Page 38 of 49  and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: American Funds, Brinker Capital, BlackRock, Invesco, Fidelity, BNY Mellon and EQT, in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 million or less than $500,000, except for an alternative fund sponsor that is new to the MMLIS platform paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination, of the following: 1) a percentage of initial and/or additional investment amount made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) other formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MMLIS also has a Conference Partner Program with other investment companies that offer (i) mutual funds and/or ETFs that are underlying investments in a Model, or (ii) securities backed loans. Certain Strategists are also part of the Conference Partner Program. These investment companies (“Conference Partners”) contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JPMorgan, SEI, Ategenos, Blue Owl, Clark Capital, Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Envestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200,000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust Asset Management as a result of reaching a certain threshold of assets under management by Northern Trust Asset Management belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Equitable, Brighthouse, Prudential, Allianz, Lincoln Financial, Nationwide, Transamerica, Pacific Life, Corebridge Financial, and Protective. No company paid more than $5 million. These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/or ETFs that are (a) available investment options in the Programs and/or (b) underlying investments in a Model. Certain of the variable annuity issuers or their affiliates could become Strategists. MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that third-party firm. The purchase of this data may result in these ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. MI1611_StratSelect 1025 Page 39 of 49  As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with the Strategic Partner Program, Conference Partner Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners and other companies that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend the mutual funds and ETFs provided by Strategic Partners, Conference Partners and other participating companies over mutual funds and ETFs offered by entities that do not make marketing support payments to MMLIS, and to recommend the Strategic Partners, Conference Partners and other participating companies over Strategists that do not make marketing support payments to MMLIS or contribute to or participate in MMLIS conferences or training meetings. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners, and the basis on which the payments are calculated differs among certain of the Strategic Partners and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (and their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients choose the Models offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their Models to be available in the Programs. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s, Conference Partner’s and other participating companies’ products and services with the Firm’s Representatives and IA-Reps. Therefore, these payments create an incentive and lead to a greater likelihood, for the Firm or its IA-Reps to make available and recommend a Model of a Strategic Partner or a Conference Partner (or other participating company) over the Model of another entity, or a Strategist who is a Strategic Partner or a Conference Partner (or other participating company) over other Strategists. These payments are in addition to the fees received by the Firm under the Programs and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified retirement plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or educational activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. From time to time, the Firm and its IA-Reps receive other compensation from (i) fund companies that issue mutual funds and/or ETFs that are underlying investments in a Model, and (ii) Strategists of Models that are investment options in a Program. Such fund companies and Strategists may sponsor their own conferences for training and educational purposes, which certain of the Firm’s IA-Reps are invited to attend. In addition to the Firm’s IA-Reps attending these conferences without charge, these fund companies and Strategists also reimburse or pay for the travel and other related expenses incurred by the Firm’s IA-Reps or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by IA-Reps. Some fund companies and Strategists provide free investment tools to IA-Reps. These conferences, reimbursements and access to free investment tools create an incentive for the Firm and the IA-Reps to make available and recommend (or select on a client’s behalf) the mutual funds and/or ETFs provided by the sponsoring fund companies and the Models managed by the sponsoring Strategists. These fund companies and Strategists may also provide nominal gifts to the Firm’s IA-Reps. The Firm enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. MI1611_StratSelect 1025 Page 40 of 49  The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary, such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are referred to MMLIS through a Solicitor will be provided with a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest resulting from the relationship between the Firm and the Solicitor, and whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements may affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services, including a Program, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to the Firm or an IA-Rep and may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about the Firm’s advisory services to IA-Reps. The Firm will share a portion of the fees earned by the Firm with Financial Institutions for referring individuals who eventually obtain advisory services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to IA-Reps regardless of whether such individuals obtain advisory services from the Firm. To the extent that a referred client participates in a Program, the compensation paid to Financial Institutions or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from the Firm. The fees and expenses that the Firm pays to a Financial Institution under these arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. Envestnet pays the Firm a fee to attend Firm sponsored sales and/or training conferences. Envestnet generally networks with and provides training to the IA-Reps and Firm personnel during these conferences. The fee received by Firm is used to offset expenses associated with hosting the conferences and is not paid to the IA-Reps or other associated persons. While the IA-Reps do not receive a portion of the fee, the IA-Reps may be more likely to recommend the Programs to prospective clients because of the education and the exposure they receive on the Programs and/or Envestnet. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and/or other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Rep’s manager may also offer rewards, recognition and trips based upon similar criteria. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. MI1611_StratSelect 1025 Page 41 of 49  In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the Programs), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including any of the Programs). These loans are not forgivable. These loan programs create an incentive for IA-Reps (existing and new) to recommend the Programs over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. These loan programs also create an incentive for new IA-Reps to recommend clients transfer assets into the Programs rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in NFS Custodied Programs (including the Programs) and MassMutual Trust accounts. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the NFS Custodied Programs (including the Programs) over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in an NFS Custodied Program (including the Programs) and recommendations to make subsequent contributions to such account. The IA-Reps who qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. MI1611_StratSelect 1025 Page 42 of 49  Therefore, your IA-Rep has an incentive to offer you the Programs in order to meet these requirements and qualify for these benefits and services, and to recommend that you increase the amount you have invested in the Programs. Additionally, your IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Programs, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied Programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions (“Orion”) platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. Orion will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will be reinstated to their previous status. IA-Reps who do not meet the program requirements within the grace period will be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS pays Envestnet and NFS a fee for the services that they provide in the Programs. MMLIS pays Envestnet an annual licensing fee. MMLIS pays Envestnet an additional, tiered platform fee in the event MMLIS exceeds a level of assets under management in the advisory programs on Envestnet’s platform. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and administrative services that NFS provides for these accounts. Donor Advised Fund Services MMLIS previously offered the Fidelity Charitable Investment Advisor Program (“CIAP”) Donor Advised Fund service and the American Endowment Foundation (“AEF”) Donor Advised Fund service. Clients (each, a “Donor”) may have elected to utilize these services to make irrevocable donations to the Fidelity Investments Charitable Gift Fund or the American Endowment Foundation Donor Advised Fund, as applicable, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to Fidelity Charitable or the American Endowment Foundation, as applicable, and has no authority to change investment decisions on accounts using the service. Donors should refer to the CIAP Description and Investment Policies and Guidelines, as well as their CIAP Application for additional information regarding a donor-advised account with Fidelity Charitable, and to the AEF Program Description and AEF Application for additional information regarding a donor-advised account with American Endowment Foundation. Assets donated to Fidelity Charitable or the American Endowment Foundation through these services are managed by MMLIS and may be invested in the Programs. MMLIS may make other Donor Advised Fund services available to clients. Clients can access Donor Advised Fund services without opening an account with MMLIS. However, the account will not receive advisory services from MMLIS and neither MMLIS nor your IA-Rep will receive any compensation in connection with the account. As a result, MMLIS and your IA-Rep have an incentive to offer and recommend that you utilize Donor Advised Fund services through an advisory account at MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. MI1611_StratSelect 1025 Page 43 of 49  You should consult with your IA-Rep if you have any questions about Donor Advised Fund services. Administrative Fee. The Administrative Fee charged by Fidelity Charitable for this service ranges from 0.115% to 0.60% depending on the amount of assets donated to Fidelity Charitable. The Administrative Fee charged by the American Endowment Foundation for this service ranges from 0.10% to 0.70% (subject to a minimum of $125 per quarter) depending on the amount of assets donated to the American Endowment Foundation. Other Disclosures Trade Errors The Firm attempts to effect transactions promptly unless market conditions, technology failures, trading volumes or other matters beyond our control preclude use form accurately processing transactions on the order date. Under these circumstances, the Firm will process the transactions as soon as practicable. Should a trade error occur and the error correction results in a gain, the gain will be kept by the Firm. Gains that are captured due to trade errors are placed in the Firm’s general account and may be used at the Firm’s discretion. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of the Firm. If the error correction results in a loss, the amount of the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the Strategist Select Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the Strategist Select Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client MI1611_StratSelect 1025 Page 44 of 49  deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge us higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the Strategist Select programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. MI1611_StratSelect 1025 Page 45 of 49  Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the Strategist Select Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s Account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. MMLIS does not pass this fee on to the client. This presents a conflict of interest because MMLIS has an incentive to limit the number of trades in a client’s Account below the threshold that would lead to NFS charging MMLIS a transaction fee. This conflict is mitigated because Strategists, not MMLIS or IA-Reps, have discretion to trade in a client’s account. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements and confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. MMLIS mitigates this conflict when MMLIS is the broker-dealer for the transferring investment through its fee forgiveness program. See “Fee Forgiveness” in Item 4 for additional information about fee forgiveness. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. IRA Rollovers — Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the Programs), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer- sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. MI1611_StratSelect 1025 Page 46 of 49  Additional Information about Envestnet Certain Models are managed or provided by Envestnet or an advisory firm that is an affiliate of Envestnet. In such instances, Envestnet may have an indirect financial incentive to include such Models in a Program. For any Model that Envestnet recommends or selects for a Program, Clients should refer to the applicable Strategist Brochure. Clients should also refer to the Envestnet Brochure for a description of Envestnet’s due diligence process. Corporate Actions The Firm and its IA-Reps’ responsibility under the Programs do not include taking any action or rendering any advice with respect to proxies, consents, waivers or other documents regarding any securities held in client’s Account. Except with respect to voluntary corporate action notices, the client has the responsibility for responding to proxies, consents, waivers and other documents with respect to any securities held in a client’s Account. Such notices may be received from NFS or the issuer’s corporate communications service provider. Provided that Envestnet timely receives voluntary corporate action notices, Envestnet will determine on behalf of the client whether the client’s Account will participate in particular voluntary corporate actions. Envestnet will make such determinations in its full discretion, consistent with its policies and procedures. Client should refer to the Envestnet Brochure for additional details on its policies and procedures in this regard. Timeliness of Transactions MMLIS will process transactions unless market conditions, technology failures, trading volumes or other matters beyond the Firm’s control preclude us from accurately processing transactions on the order entry date. In those circumstances, we will process the transactions as soon as practicable. MMLIS has no responsibility for any consequences relating to, either directly or indirectly, any such delays in transactions. Making an Informed Decision The Firm wants its clients to make an informed decision when they purchase products or receive services from the Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. Financial Information The Firm does not require clients who participate in either of the Programs to prepay its fees six months or more in advance. Additionally, the Firm does not have any material financial conditions that would impair its ability to meet its contractual commitments to clients. Clients should review the Envestnet Brochure for any disclosures that Envestnet may be required to make under this Item. MI1611_StratSelect 1025 Page 47 of 49  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered MMLIS representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_StratSelect 1025 Page 48 of 49  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715. You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_StratSelect 1025 Page 49 of 49 

MMLIS Wealth Management Services UMA Select Premier Programs Wrap Fee Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This wrap fee program brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (“MMLIS” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (800) 542-6767 (options 1, 1). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and securities broker-dealer. Please note that registration does not imply a certain level of skill or training. MF1036 MI1611_UMA.SelectPremier 1025 Page 1 of 60  ITEM 2. MATERIAL CHANGES The following is a summary of certain material changes made to this Brochure since the previous annual update of this Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps, concentration limits for accounts holding alternative products and structured products and to disclose MMLIS’ partial ownership of an alternative fund sponsor and the resulting conflicts of interest. Item 4 was also updated to disclose revenue sharing payments that MMLIS receives from Jefferies Credit Management, LLC. Item 4 was updated to reflect that an Outsourced Consulting Manager cannot include investments in a client’s account that would cause the OC Manager fee and Sub-Manager fee, in total, to exceed 0.86%. June 30, 2025 Update: Item 4 was updated to reflect that options are now available investments in UMA Select and that accounts investing in them will require margin and will be assessed an additional fee of 0.05%. Item 4 was also updated to disclose an additional fee of 0.05% for accounts investing in High-Volume Trading Models. Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. Item 9 was also updated to provide information about conflicts of interest related to Sub-Manager Models created and maintained by Mariner Wealth Advisors. March 28, 2025 Update: Item 4 was updated to disclose that MMLIS acts as a Placement Agent for certain alternative investments and receives compensation for this activity. Item 4 was also updated to reflect that MMLIS and Strategist models may be available through certain agencies as Agency Named Models and that the Strategist Fee may be split between the Strategist and the agency office. Item 4 was updated to disclose that an Outsourced Consulting Manager used by a client cannot include investment options in a client’s account that would result in the amount of the total Outsourced Manager Fee and Sub-Manager Fee to exceed 0.56%. Item 4 was also updated to disclose that: i) cash moved from Protected Cash into a money market security is no longer FDIC-protected, ii) that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, resulting in the client managing the account and iii) that the NFS paper document fee for statements and confirmations will increase from $10 to $20 annually in June 2025. Item 4 also now discloses that NFS annually charges $35 per position for registered alternative investments and $125 per position for unregistered alternative investments, with a maximum cap of $500 per account per year. Additionally, Item 4 was updated to disclose that clients must inform their IA-Rep if they have accounts that may be eligible for aggregation to qualify for breakpoints. Lastly, Item 4 was updated to reflect the conflict of interest that an IA-Rep recommending the use of a Strategist, may use a Strategist with a low or no fee, in order to negotiate a higher IA-Rep Fee. Item 9 was updated to disclose the purchase of Envestnet’s parent company by an investment group including fund companies offered on the Envestnet platform. Item 9 was also updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 million in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. In addition, Item 9 was updated to describe NFS’ valuation of alternative investments and the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. Item 9 was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangements. Lastly, Item 9 was updated to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_UMA.SelectPremier 1025 Page 2 of 60  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. SERVICES, FEES AND COMPENSATION 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 28 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 29 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 31 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 31 ITEM 9. ADDITIONAL INFORMATION 31 IMPORTANT NOTICES TO CLIENTS 59 MI1611_UMA.SelectPremier 1025 Page 3 of 60  ITEM 4. SERVICES, FEES AND COMPENSATION MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. Overview of the Advisory Services Offered by the Firm This Brochure provides you with information about the UMA Select Premier Program (the “UMA Select Premier Program” or “Program”) available through the Firm. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or an investment adviser representative of the Firm (“IA-Rep”) to receive a similar disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.sec.gov/. Some of these other investment advisory programs have different fee structures and/or lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can offer certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, and what investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. Overview of the UMA Select Premier Program The Program is a unified managed account program under which MMLIS, through its IA-Reps, manage client accounts on a discretionary or non-discretionary basis, depending on which option the client selects. If a client selects the Client Discretion option, the client’s IA-Rep will (subject to certain exceptions) need to obtain the client’s approval before making adjustments to an account’s asset allocation or changing the investment options selected for the account. If a client selects the Advisor Discretion option, the client’s IA-Rep will be able to make adjustments to an account’s asset allocation and change the investment options selected for the account without obtaining the client’s prior approval (as long as such changes are consistent with the investment objective selected for the account). Accounts subject to the Employee Retirement Income Security Act (“ERISA”) are not eligible for discretionary management. MMLIS utilizes the technology platform and research services provided by Envestnet Portfolio Solutions, Inc. (“Envestnet”). In the Program, a client’s investment advisory account (“Account”) can be divided into multiple “sleeves” that can be filled with one or more Investment Options (defined below). For ease of operation, a client’s Account can be set up as a single-sleeve account, which limits the account to investing in a single Sub-Manager Model (defined below). Each client selects a portfolio (“Portfolio”) for their investment advisory account (“Account”) designed (or selected) by IA-Reps and risk scored by Envestnet based on instruction from MMLIS. Envestnet creates portfolio guidelines (“Portfolio Guidelines”) that set parameters for the investments that can be made in a particular Portfolio, depending on the associated Investment Objective (defined below). MMLIS is the primary adviser for the Program. Envestnet provides the services described herein in the capacity of a sub-adviser. Envestnet also serves as the “Overlay Manager” as described in more detail below. MI1611_UMA.SelectPremier 1025 Page 4 of 60  The following is a list of the types of investments within the Program. As described below, the availability of particular investments, including alternative investments, is limited to certain IA-Reps and clients. Clients should talk with their IA-Rep about these limitations. Within the Program, subject to concentration limits, portfolios can consist of one or more of the following Investment Options: (i) asset allocation models created and maintained by independent third-party money managers (respectively “Model Sub-Managers”) consisting of mutual funds and/or exchange-traded funds (“ETFs”) (these asset allocation models are referred to herein as “Sub-Manager Models”, (ii) asset allocation models created and maintained by independent third-party money managers (“SMA Sub-Managers”) consisting of equity securities, fixed income securities and/or options (“SMA Models”), (iii) asset allocation models created and maintained by Model Sub-Managers consisting of (i) ETFs and/or mutual funds and (ii) SMA Models (“Strategist UMA Models”), (iv) individual funds and securities including, but not limited to, mutual funds, ETFs, Exchange listed stocks, Closed End Funds (secondary market), American Depository Receipts (ADRs), NASDAQ Listed Securities, U.S. Government Bonds, Mortgage-Backed Bonds, Corporate Bonds, Municipal Bonds or unit investment trusts (UITs), (v) alternative funds, including, but not limited to Interval and tender funds, private placements, private equity, hedge funds, exchange funds, and certain real estate funds (collectively “alternative investments”), (vi) structured products, including but not limited to structured notes and structured Certificates of Deposit (CDs), and/or, (vii) MMLIS Models and MMLIS Strategist Models (as defined below). MMLIS Models are asset allocation models created and maintained by MMLIS home office investment personnel (the “MMLIS Wealth Management Investment Team” or “MMLIS WMIT”) consisting of mutual funds and/or ETFs. The investment professionals of the MMLIS WMIT are not generally client-facing, nor do they provide personalized investment advice to any client or Account in connection with managing MMLIS Models offered in the UMA Select Premier Program. MMLIS Strategist Models are asset allocation models created and maintained by MMLIS IA-Reps that have been approved by MMLIS to provide sub-manager services. These MMLIS IA-Reps are referred to herein as MMLIS Strategists. Sub-Manager Models, SMA Models, and Strategist UMA Models are referred to herein as Models, collectively. Model Sub-Managers and SMA Sub-Managers are referred to herein as Sub-Managers collectively. If a client selects Envestnet, MMLIS WMIT or a MMLIS Strategist, as a Model Sub-Manager or an SMA Sub-Manager, these terms shall also refer to these parties in that capacity unless specifically stated otherwise. Please see Item 9 of this Brochure for more information about these Sub-Managers, including any associated conflicts. Investment Option Limitations ETFs and securities - (outside of Sub-Manager Models, Strategist UMA Models and SMA Models) are only available for accounts serviced by an IA-Rep with a Series 7. This limitation does not apply to mutual funds which are available for all accounts. Individual securities, other than mutual funds and ETFs, are only available for accounts serviced by an IA-Rep who has received prior approval to offer such securities in an advisory program. This limitation does not apply to securities within an SMA Model. Alternative Investments - Only clients that meet certain criteria (such as minimum net worth) will be eligible to invest in alternative investments. This limitation does not apply to interval funds. Neither MMLIS nor the IA-Rep has discretion to buy or sell alternative investments in client’s account even if the client has opted for the Advisor Discretion option. MMLIS limits clients from holding more than 30% of investable assets in total alternative investments combined at MMLIS and other financial institutions and 10% of investable assets in a single alternative investment issuer. Concentration limits may not apply to certain investments. There may also be additional concentration limits imposed by states on certain alternative investments. Structured Products - MMLIS limits clients from holding more than 30% of investable assets in structured products and 15% of investable assets in a single issuer of structured products. MI1611_UMA.SelectPremier 1025 Page 5 of 60  MMLIS Models and MMLIS Strategist Models – These models are only available in qualified retirement plan accounts or individual retirement accounts if the client has chosen the Client Discretion Option. Single-Sleeve Accounts - Before investments other than a single Sub-Manager Model can be selected for accounts that are set up as single-sleeve accounts, IA-Reps will need to make some administrative changes to the account to create an adviser model for the account. This could discourage IA-Reps from recommending and/or selecting other Investment Options for these accounts. Single-sleeve accounts will be identified with an “SS” on the SIS. You should discuss with your IA-Rep whether any of these limitations apply to your Account. In the MMLIS Wealth Management Terms and Conditions (“Program Agreement”), you authorize each Sub-Manager that provides a Sub-Manager Model, SMA Model or Strategist UMA Model for your account to exercise discretion by selecting the securities to be held by a Model, delivering such Model to the Overlay Manager to implement, and managing the Model on an ongoing basis by directing the Overlay Manager to buy or sell securities for the Model. The Sub-Manager will have this authority even if a client selects the Client Discretion option. The Program may be appropriate for those clients seeking ongoing investment advice. This Program is not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial professional, or who are not looking for ongoing investment advice. Clients should understand that where MMLIS expressly agrees to act as an adviser, as it does under the Program, the IA-Rep’s primary role is to provide advice. Where MMLIS acts solely as a broker, its primary role is to execute trades based on client instruction. MMLIS’s obligations are different when it acts as adviser and when it acts as broker. Clients should refer to the Firm’s Form CRS for additional information regarding the differences between advisory and brokerage relationships and discuss further with their IA-Rep, as appropriate. Clients should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as account monitoring and investment advice). Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets under the Program by requesting them through the Statement of Investment Selection (“SIS”). See Item 7 below for additional information about investment restrictions. In limited circumstances, the Firm will treat certain assets in client’s Account as “Unsupervised Assets.” Unsupervised Assets are excluded from the Account’s asset allocation and the calculation of client’s advisory fees and are not monitored for purposes of the Portfolio Guidelines or asset allocation and concentration parameters. Unsupervised Assets are excluded from Program account minimums. Unsupervised Assets can be assets that are ineligible for the Program that the Firm is permitting a client to hold in client’s Account, or a client may designate a security as an Unsupervised Asset. Even if a client has selected the Client Discretion option, MMLIS has discretion to designate any securities in client’s Account that are ineligible for the Program (or cause client’s Account to be out of compliance with the Portfolio Guidelines or asset allocation and concentration parameters that apply to the Account) as Unsupervised Assets. Once a security has been designated as an Unsupervised Asset, all of client’s holdings in that particular security or cash investment style position will be designated as an Unsupervised Asset. Because Unsupervised Assets are not included in the calculation of advisory fees, the Firm and IA-Reps have an incentive to recommend to clients that they (and for IA-Reps to use their discretion to) sell Unsupervised Assets and invest the assets in securities that are included in the calculation of advisory fees. Assets that qualify for Fee Forgiveness (as defined below) may not be designated as Unsupervised Assets. As of December 1, 2024, other than cash alternatives (money market funds, certificates of deposit, and treasury bills) that have been designated as Unsupervised Assets, IA-Reps do not have discretion over Unsupervised Assets and may not introduce Unsupervised Assets into the asset allocation for an Account or sell an Unsupervised Asset without a client’s prior approval. IA-Reps will have discretion over cash alternatives that have been designated as Unsupervised Assets and may incorporate these assets into the asset allocation for the Account or sell such assets without a client’s prior approval. Once Unsupervised Assets are incorporated into the asset allocation for an account, they are no longer considered Unsupervised Assets and are included in the calculation of advisory fees and account monitoring. MI1611_UMA.SelectPremier 1025 Page 6 of 60  Alternative Investments If you are eligible to purchase alternative investment vehicles (“Alternative Investments”) and meet minimum investment requirements, your IA-Rep may recommend one or more affiliated and/or unaffiliated Alternative Investments from among MMLIS’ offerings. MMLIS offers alternative investments to investment advisory clients on a Client Discretion basis only. Clients are responsible for the decision to invest in any alternative investments. Clients will be required to sign separate fund documentation for each alternative investment selected. Clients should carefully review all offering materials, such as a private placement memorandum, subscription agreement or limited partnership agreement to determine investment objective, associated fees and expenses, potential penalties, risks, liquidity restrictions and the overall terms of the investment. Alternative investments have different features than other types of investment products. They can be highly illiquid, involve a high degree of risk, have transfer restrictions, and are only appropriate for a limited population of investors. Some alternative investments involve a potential loss of principal and/or have no secondary market or may require that you return capital previously distributed to you or pay additional capital. Alternative investments may also have higher fees, including multiple layers of fees, compared to other types of investments and may charge an asset-based fee, as well as incentive fees based on net profits. This could create an incentive for an IA-Rep to recommend an alternative investment over other types of investments with lower fees. MMLIS mitigates this conflict by requiring IA-Reps who sell alternative investments to complete specialized training prior to selling alternative investments. MMLIS also mitigates this conflict by disclosing it to you, such as in this brochure and by supervising recommendations of alternative investments as part of its fiduciary duty to you. MMLIS’ parent company, MassMutual, may participate in an alternative investment as an investor. Certain offerings by Barings, LLC, Stone Ridge Asset Management, Jefferies Finance and Invesco Ltd. are products offered by firms in which MassMutual has an investment or ownership interest. IA-Reps do not get paid more for selling products by Barings, Stone Ridge, Invesco or Jefferies Finance, however MMLIS benefits indirectly from sales of these firms’ products due to its economic interests in these firms. This creates an incentive for an IA-Rep to recommend an alternative investment in which MassMutual has an investment ownership interest in over other investments in which MassMutual does not have an investment or ownership interest in. MMLIS mitigates this conflict by requiring IA-Reps who sell alternative investments to complete specialized training prior to selling alternative investments. MMLIS also mitigates this conflict by disclosing it to you, such as in this brochure and by supervising recommendations of alternative investments as part of its fiduciary duty to you. In addition to the compensation discussed earlier, MMLIS receives revenue sharing payments from Jefferies Credit Management, LLC (“Jefferies”) in exchange for its services as a Placement Agent. These revenue sharing payments are paid out of Jefferies’ assets, not from the fund’s assets. These additional payments of up to 0.25% per year on aggregate assets invested in Jefferies products are collected and retained by MMLIS and not shared with IA-Reps. The receipt of these payments still creates a conflict of interest because your IA-Rep may be more likely to recommend or promote products for which MMLIS receives revenue sharing payments. MMLIS mitigates this conflict of interest by disclosing it to you. Structured Investments Only clients that meet certain criteria are eligible to invest in structured investments. MMLIS receives an upfront fee of up to .50% based on the value of the investment in the structured investment. This fee is built into the terms of the product and is disclosed in the prospectus that accompanies each structured investment. IA-Reps that have discretionary authority over a client’s account will also have discretion over any structured investment once the investment agreement and disclosure form have been completed and approved for the account. In addition to a fixed maturity, structured investments have two components: a note and a derivative. These products are not always FDIC insured, however; they may only be insured by the issuer and, thus, have the potential for loss of principal in the case of a liquidity crisis or other solvency problems with the issuing company. Investing in structured investments involves several risks, including, but not limited to, fluctuations in the price, level, or yield of underlying instruments; interest rates; complexity and credit quality. It also involves the risk of substantial loss of principal, limits MI1611_UMA.SelectPremier 1025 Page 7 of 60  on participation in any appreciation of the underlying instrument, limited liquidity, credit risk of the issuer, no dividend payment, and other unpredictable events. Additional Information Regarding MMLIS WMIT and MMLIS Strategists If a MMLIS WMIT or MMLIS Strategist Model is selected for client’s Account, a portion of the Client Fee (“Sub-Manager Fee” described further below under Item 4) is paid to MMLIS (including MMLIS Strategists, if applicable) for investment management services. MMLIS therefore receives a higher portion of the Client Fee if client selects a MMLIS WMIT or MMLIS Strategist Model than if client selects third-party Models available in the Program or in other MMLIS advisory programs. This represents a conflict of interest and incentive to recommend Models managed by MMLIS WMIT and MMLIS Strategists over Models managed by third-party sub-managers, or other MMLIS advisory programs or models where MMLIS does not receive a portion of the Sub-Manager Fee. The Firm addresses this conflict of interest through its compensation structure, as MMLIS IA-Reps recommending Models in the Program do not receive any more or less compensation for recommending a MMLIS WMIT or MMLIS Strategist Model for client’s Account over third-party sub-managers or unaffiliated money managers available in other MMLIS advisory programs. The MMLIS Models and MMLIS Strategist Models can be available with different names when they are offered by IA-Reps working out of different agencies. The name of the MMLIS Model and MMLIS Strategist Model can indicate which agency the IA-Rep works out of (“Agency Named Models”). Notwithstanding the use of the agency name, Agency Named Models are created and maintained by the MMLIS WMIT or MMLIS Strategist, as applicable. MMLIS may split the Strategist Fee between the MMLIS Strategist and the agency. This creates an incentive for managers to encourage IA-Reps to recommend and select these models for client accounts. MMLIS addresses this conflict of interest by disclosing it to clients, and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS also addresses this conflict of interest through its compensation structure, as IA-Reps recommending Models in the Program do not receive any more or less compensation for recommending an Agency Named Model for Client’s Account over any other model available in the Program or other MMLIS advisory programs. You should consult with your IA-Rep for additional information about Agency Named Models. Account Opening Process The IA-Rep will help determine whether the Program is appropriate for the client. The IA-Rep will provide the client account opening documents, disclosures and other documents necessary for the client to make an informed decision about participation in the Program. If the client determines that the Program is appropriate given the client’s needs, the IA-Rep will obtain information about the client’s present investment objectives, risk tolerance and time horizon to determine a risk profile scoring (an “Investment Objective”) for client’s Account, and generate an Investment Strategy Proposal (“ISP”) and a Statement of Investment Selection (“SIS”). As described in more detail below, the ISP and SIS recommend an asset allocation investment Portfolio and corresponding Investment Options for client’s Account based on the client’s Investment Objective. The IA-Rep will review the information in the ISP and the SIS with the client. The client is ultimately responsible for determining whether to participate in the Program, and whether to accept or reject the recommended Portfolio and Investment Options. Client must approve an ISP and SIS prior to implementation. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions (“Program Agreement”), a separate agreement that governs the relationship between the client and MMLIS and sets forth the parties’ responsibilities and obligations with respect to the client’s Account. The IA-Rep also assists the client in completing any other documents required to open an account with the Firm, including any documents related to the brokerage services provided by MMLIS in connection with a client’s participation in a Program (“Brokerage Agreement”), accepts any inquiry from the client about the Program, coordinates the provision of responses to the client, and provides all Account opening documents, disclosures and other necessary documents. Program accounts holding options will require a margin feature on the account. MI1611_UMA.SelectPremier 1025 Page 8 of 60  In addition to this Brochure, you will receive from your IA-Rep Envestnet’s Form ADV Disclosure Brochure (“Envestnet Brochure”). You should carefully review this Brochure, the Envestnet Brochure, and a Form ADV Disclosure Brochure for each selected Sub-Manager, since they outline important information about the Firm’s, Envestnet’s and the asset manager’s roles and responsibilities. You should also review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement and that of any individuals from MMLIS WMIT or MMLIS Strategist if their offerings are included in your Portfolio, which you should also review. Information about ESG Your IA-Rep may consider ESG-related information (information that relates to environmental, social and governance practices, rankings and/or scores) when recommending investments for your account. The consideration of ESG-related information in the construction of your portfolio is not a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments in your portfolio will be met. Neither MMLIS nor your IA-Rep will manage or monitor your account on an ongoing basis from an ESG-related perspective. While certain holdings in the portfolio may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. The investment objective identified for your account is the primary guiding factor for how your account will be managed. In addition, where your portfolio (or a portion of your portfolio) is invested in a fund, model, or separately managed account with an explicit ESG-related objective, the manager of the fund, model or separately managed account (not MMLIS) is responsible for managing your account (or portion of your account) according to the ESG-related objective. You should be aware that screening and selecting strategies and investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that a portfolio that was constructed with the consideration of ESG-related goals may generate lower financial returns than a portfolio that was not constructed with the consideration of ESG factors. For example, funds that incorporate ESG factors into the investment process may limit their exposure to certain types of investments. As a result, an investment in an ESG-focused fund may be less diversified relative to funds with similar strategies that do not have an ESG focus. Any ESG-related information that may be considered by MMLIS and your-IA-Rep when recommending investments is either provided by a third party or based on third-party research. ESG data is qualitative and subjective by nature, may evolve over time, may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate, and may not reflect the beliefs of some investors. It’s important to understand providers of ESG ratings will have differing recommendations, opinions, methodologies, scope and coverage. Neither MMLIS nor your IA-Rep has verified any ESG-related information provided by third parties. Portfolio Construction and Monitoring IA-Reps select, create and/or maintain the Portfolios available under the Program. IA-Reps can make a Portfolio available to multiple clients or create customized Portfolios for specific clients. MMLIS utilizes portfolio guidelines (“Portfolio Guidelines”) that set the risk parameters for the investments that can be made in a particular Account, depending on the associated Investment Objective. There are five different Investment Objective classifications and a client’s Account will be assigned one of the five classifications based on client’s risk tolerance, time horizon and investment objectives. Each Investment Objective category has a different maximum equity allocation limit and no minimum equity allocation requirement. The equity exposure of a client’s Account can decrease significantly and still be consistent with the risk tolerance assigned to that Account. The amount of equity in Client’s Account can exceed the target maximum equity for the Investment Objective assigned to the Account so long as the Account does not exceed a maximum equity percentage. If Client’s Account is identified as exceeding the pre-established equity threshold, MMLIS will evaluate Client’s Account on an individual basis to determine if action is required. MI1611_UMA.SelectPremier 1025 Page 9 of 60  MMLIS, in its discretion, may modify the assumptions underlying its risk methodologies which could result in changes to the risk scores associated with particular Investment Options. In such an instance, an Account’s Portfolio may fall outside of the Investment Objective assigned to client’s Account. Any modification to risk scoring classification may trigger the need to make modifications to the investments in client’s Account, the asset allocation of the Account, or to the Investment Objective assigned to client’s Account. Modifications to the investments in a client’s Account may result in tax implications. In addition to the Portfolio Guidelines, MMLIS establishes and maintains asset allocation and concentration parameters that are applicable to the Investment Objective selected by the Client. MMLIS reserves the right to instruct Envestnet to modify a client’s asset allocation and/or investments in order to comply with such parameters. Each client’s Account will have a portion of the assets maintained in cash in order to, among other things, pay the client’s fees. As described herein, MMLIS provides “cash sweep” programs where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected investment option each business day. The Firm, in its capacity as broker-dealer, selects the sweep investment option for client’s Account. Please see “Additional Information” below for additional information about the MMLIS Sweep Program. Envestnet monitors and designates a risk score for each Investment Option. Please refer to Item 6 for additional information on how Investment Options are selected for inclusion in the Programs. Any Sub-Manager may, in its discretion, remove a mutual fund, ETF or other investments underlying a model, from a Model, Strategist UMA Model, or SMA Model that it manages, if such asset fails to meet its screening and monitoring criteria and replace it with another investment, as applicable. Sub-Managers have this authority even if the client has selected the Client Discretion option. Please refer to Item 6 and the Envestnet Brochure for additional information. Please also refer to Item 9 for additional disclosure regarding the conflicts of interest associated with Envestnet serving as a Sub-Manager within the Program. Other Services Envestnet Services: Envestnet conducts due diligence and ongoing monitoring of certain of the eligible Investment Options for use in the Program, as discussed further in Item 6. In many instances, Envestnet will provide MMLIS with research or performance information relating to a particular Investment Option. MMLIS reviews the research and performance information for investment monitoring and ongoing due diligence purposes only. For historic information on performance other than for Envestnet’s proprietary Investment Options, MMLIS WMIT Models and MMLIS Strategist Models, Envestnet receives performance data from third-party Sub-Managers and/or other sources, such as reporting service providers, but does not independently verify such performance information. In addition, Envestnet is responsible for creating and maintaining the system that generates, among other things, the ISP and SIS used by the Firm and IA-Reps to advise clients and provides MMLIS with tools to monitor asset allocation and concentration parameter compliance. Envestnet is also responsible for performing administrative and/or trading duties at the direction of the third-party Sub-Managers via a licensing agreement between Envestnet and each Sub-Manager (and a licensing agreement between Envestnet and MMLIS for MMLIS WMIT and MMLIS Strategists). Please refer to the Envestnet Brochure for additional information. Envestnet Tax and Values Overlay Services In the UMA Select Premier Program, clients may elect tax overlay services and/or values overlay services, which are provided by Envestnet. In providing these services, Envestnet provides discretionary investment advice as described below. The tax overlay services are only available to accounts invested in equity SMA Models (an SMA Model that is primarily invested in equities) or in a Sub-Manager Model or Strategist UMA Model and meet other criteria set by Envestnet. The values overlay services are only available to accounts with at least 50% of assets allocated to one or more equity SMA Models and meet other criteria set by Envestnet. You should consult with your IA-Rep for additional information. MI1611_UMA.SelectPremier 1025 Page 10 of 60  Envestnet Tax Overlay Services The tax overlay services offer clients a solution to (i) help limit long and short-term gains, and/or (ii) attempt to limit their potential tax liabilities. They also offer more customizable solutions for clients who are seeking to attempt to control the realization of large unrealized gains that are embedded in their portfolios. If tax overlay services are selected by a client, Envestnet will provide discretionary investment advice by evaluating the tax impact of any trades recommended by an equity SMA Sub-Manager or Model Sub-Manager. Envestnet may elect to prevent the transaction or make additional changes to the client’s portfolio to balance the recommended change. Envestnet seeks to keep the client’s portfolio reasonably close to the model portfolio selected by the client. The tax overlay services are designed for taxable investors who are willing to allow some deviation from their selected portfolios. The use of the tax overlay services may result in recommendations from Envestnet that differ from those made by MMLIS or the IA-Rep and/or may be inconsistent with the client’s chosen investment model and strategy. This may cause trading, holdings and/or performance of the client’s portfolio to deviate from a portfolio that does not apply tax overlay services. Additionally, the use of these services may cause the client’s account risk to differ from the risk profile identified for the client during the proposal process. The tax overlay services are not suitable for all clients, and are not intended to be general tax planning services. They may be appropriate for clients who, for example, want to limit net long-term or short-term gains, who own “appreciated securities” (i.e., low cost basis) and want to manage how gains may be realized for selling these securities, who may be subject to the Alternative Minimum Tax, or those clients who specifically budget for taxes. Envestnet relies solely on the tax information collected from the client. To the extent such information is inaccurate or incomplete, the tax strategy developed for the client may be adversely affected. The provision of complete and accurate tax information is the sole responsibility of the client. Clients should consult with their tax and legal advisors regarding their specific situation prior to selecting tax overlay services for client’s Account. Neither MMLIS nor IA-Reps provide tax or legal advice. The tax overlay services may be used individually or in combination with values overlay services. If both tax and values overlay services are selected, only one overlay fee will be charged. The Fee Schedule for these services is listed below and is paid to Envestnet. This fee is in addition to the Client Fee (as defined below under “Fees and Charges” of this Item 4). Envestnet Tax Overlay Services Fee Schedule Amount of Assets in Account Tax Overlay Fee First $10 Million 0.08% Next $15 Million 0.07% >$25 Million 0.05% Envestnet Fund Strategist Tax Management Service In a single-sleeve account, clients can select the fund strategist tax management service. This service offers clients a solution to (i) help limit long and short-term gains, and/or (ii) attempt to limit their potential tax liabilities. If the fund strategist tax management service is selected by a client, Envestnet will provide discretionary investment advice by evaluating the tax impact of any trades recommended by the Sub-Manager for the Account’s Model. Envestnet may elect to prevent the transaction or make different trades if they would reduce the client’s realized gains and are appropriate based on the client’s indicated tax-sensitivity level. The fund strategist tax management service is designed for taxable investors who are willing to allow a designated level of deviation from their selected portfolios. The use of this service may result in recommendations from Envestnet that differ from those made by MMLIS or the IA-Rep and/or may be inconsistent with the client’s chosen investment model and strategy. This may cause trading, holdings and/or performance of the client’s portfolio to deviate from a portfolio that does not apply this service. Additionally, the use of this service may cause the client’s account risk to differ from the risk profile identified for the client during the proposal process. MI1611_UMA.SelectPremier 1025 Page 11 of 60  The fund strategist tax management service is not suitable for all clients, and is not intended to be general tax planning services. It may be appropriate for clients who, for example, own “appreciated securities” (i.e., low-cost basis) and want to manage how gains may be realized for selling these securities, who may be subject to the Alternative Minimum Tax, or those clients who specifically accept a deviation from the model to reduce their tax cost. Envestnet relies solely on the tax information provided by the client. To the extent such information is inaccurate or incomplete, the tax strategy developed for the client may be adversely affected. The provision of complete and accurate tax information is the sole responsibility of the client. Clients should consult with their tax and legal advisors regarding their specific situation prior to enrolling in the fund strategist tax management service. Neither MMLIS nor IA-Reps provide tax or legal advice. The minimum Account size for the fund strategist tax management service is $5,000. The annual fee for the fund strategist tax management service is 0.08% of the amount of assets in the Account (with a minimum fee of $40 per year) and is paid to Envestnet. This fee is in addition to the Client Fee (as defined below under “Fees and Charges” of this Item 4). When certain of Envestnet’s proprietary models are utilized for the account, Envestnet waives the fee for the fund strategist tax management service on those proprietary models. You should consult with your IA-Rep for additional information. Envestnet Values Overlay Service The values overlay service allows certain clients to apply customized socially responsible investment restrictions to their investment portfolio to minimize exposure to companies with specific products, services and operations that do not meet the client’s values and personal convictions. These restrictions are designed for investors who are willing to allow some deviation from their selected portfolios. The use of the values overlay services may result in recommendations from Envestnet that differ from those made by MMLIS or the IA-Rep and/or may be inconsistent with the client’s chosen investment model and strategy. This may cause trading, holdings and/or performance of the client’s portfolio to deviate from a portfolio that does not apply values overlay services. Additionally, the use of these services may cause the client’s account risk to differ from the risk profile identified for the client during the proposal process. In providing values overlay services, Envestnet leverages software that applies predefined screens and rules to help keep the client’s portfolio reasonably close to the model portfolio selected by the Client. The Fee Schedule for the values overlay service is listed below and is paid to Envestnet. This fee is in addition to the Client Fee. Envestnet Values Overlay Services Fee Schedule Amount of Assets in Account Values Overlay Fee First $10 Million 0.08% Next $15 Million 0.07% >$25 Million 0.05% NFS Services: MMLIS, in its capacity as a registered broker-dealer, also acts as introducing broker for all transactions in Accounts. In order to effectuate trades under a Program, clients must establish a brokerage account through the Firm with National Financial Services LLC (“NFS” or “Custodian”), which will act as clearing firm and custodian for clients’ assets under the Programs. Accordingly, it is expected that trading activity in connection with all of the Programs will be effected through the Firm and cleared by NFS. However, if Envestnet (or a Sub-Manager or MMLIS, where applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including but not limited to net price, a broker other than NFS can be used for execution. In such instances, clients will be subject to fees and charges associated with the transaction that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. MI1611_UMA.SelectPremier 1025 Page 12 of 60  NFS will act in its capacity as a clearing firm and perform centralized cashiering, bookkeeping, and execution, clearing and settlement functions for all accounts in the Programs. NFS will handle the delivery and receipt of securities purchased or sold in clients’ brokerage accounts, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. NFS will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and, if requested, written confirmations of trades executed through clients’ brokerage accounts. Clients should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. Advisory Services Under the Programs MMLIS has an ongoing responsibility to advise clients regarding the appropriateness of the investments selected by the client for the Account in light of the client’s objectives, assets, risk tolerance and investment experience as disclosed to MMLIS. Other than for MMLIS Models and MMLIS Strategist Models, neither MMLIS nor the IA-Rep is responsible for the security selections underlying the Models. Rather, Envestnet is responsible for investing assets attributable to Models in the securities that correspond to the applicable Model for client’s Account. Each Sub-Manager actively manages the applicable Model and instructs Envestnet as to the transactions to be placed in client’s Account in accordance with each selected Model. IA-Reps may initiate tax harvesting transactions in certain client Accounts. Clients should discuss any tax harvesting needs with their IA-Rep and consult with their qualified independent tax advisor. MMLIS does not guarantee that any Client’s specific tax objectives will be accomplished. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your IRA or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowledgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. Portfolio Consulting Service For certain accounts in the UMA Programs, Clients may engage an investment manager such as MMLIS or a third-party manager (an “Outsourced Consulting Manager” or “OC Manager”) and select a model managed by the OC Manager (referred to as “Portfolio Consulting Service”). The Portfolio Consulting Service can include standard or customized portfolios comprised of investment options available in the Programs which will be managed by the OC Manager and tailored to client’s investment objectives. Under the Portfolio Consulting Service, Client and IA-Rep will determine an investment objective which will be communicated to the OC Manager for management of client’s account. The standard investment objectives may not be applicable to the Portfolio Consulting Service, and a different investment objective may be agreed to with Client, IA-Rep and OC Manager. Client may be required to enter into a separate agreement with the OC Manager. The fees for the Portfolio Consulting Service include: (i) an “OC Manager Fee” for the Portfolio Consulting Service which will be included in the Total Client Fee, (ii) an Envestnet Technology Fee (shown below), and (iii), if applicable, a fee for additional services such as overlay or tax management. The OC Manager Fee and Envestnet Technology Fee, as well as fees for any additional services from the OC Manager, are in addition to the Advisory Fee, Custody Fee, and other fees for portfolio holdings (e.g., fees related to Sub-Manager models or mutual funds). The OC Manager Fee ranges from 0.05% to 0.20%, depending on assets in the account and services selected. For accounts with models managed by an OC Manager, the maximum Advisory Fee is 1.30%. This creates a disincentive for MMLIS IA-Reps to recommend or select models managed by an OC Manager since the maximum Advisory Fee they may charge is lower than for other investment options. This disincentive also applies to MMLIS because MMLIS receives less compensation when the Advisory Fee is lower than the maximum Advisory Fee. MI1611_UMA.SelectPremier 1025 Page 13 of 60  The OC Manager cannot include any investment options in a client’s account that would result in the amount of the total of the OC Manager Fee and the Sub-Manager Fee to exceed 0.86%. OC Managers may make additional services available to clients and you may or may not need to pay an additional fee for such services. You should review the OC Manager’s Form ADV Disclosure Brochure and consult with your IA-Rep for additional information. Please note that MMLIS has an incentive to include MMLIS as an OC Manager that may be selected for Clients’ accounts and MMLIS IA-Reps have a conflict of interest and incentive to recommend MMLIS as OC Manager for a Client’s account over other OC Managers or other investment options, as MMLIS will receive additional compensation from the OC Manager Fee if MMLIS is selected as OC Manager. MMLIS addresses this conflict by disclosing it to clients and through its compensation structure. IA-Reps do not receive any additional compensation if MMLIS is selected as an OC Manager for a Client’s account. Please also note that when MMLIS or Envestnet is the OC Manager, the Client will not be charged OC Manager fees relating to the OC Manager’s proprietary or affiliated Sub-Manager models or products. Envestnet Technology Fee for Portfolio Consulting Service Amount of Assets in Account Fee First $10 Million 0.08% Next $15 Million 0.07% >$25 Million 0.05% When MMLIS is the OC Manager, the OC Manager may recommend other services or investment options not available in the Programs, such as hedging, options, or SMA strategies, which may be available in other MMLIS advisory programs or offered by MMLIS affiliates. For a description of the ongoing services that the Firm provides under the Programs, please see Item 9 of this Brochure. Other Envestnet Services Envestnet serves as the Overlay Manager in trading and re-balancing between the multiple Investment Options in the Account. Envestnet has Models that it has developed that are available on the platform and thus, may also serve as a Sub-Manager if client selects such Model. Unless your IA-Rep selects a different rebalancing frequency, Envestnet reviews Accounts on at least an annual basis to determine if rebalancing should occur. If no trade has taken place in an Account in the last 366 days, Envestnet will initiate a rebalance event. During a rebalance event, additional shares of certain securities may be purchased in the Account and/or shares of other securities may be sold in order to bring the account into closer alignment to the model Portfolio assigned to the account. Depending on the parameters selected by the IA-Rep, it is possible that no trades will occur in an Account during the rebalance event. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. An IA-Rep can elect to not have a client’s Account automatically rebalance during a particular year, or turn off the automatic rebalancing feature for a client’s Account. If a client has selected the Advisor Discretion Option, the IA-Rep can change an Account’s rebalancing frequency without the client’s prior approval. Additional Information MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, MI1611_UMA.SelectPremier 1025 Page 14 of 60  in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the UMA Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the UMA Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. MI1611_UMA.SelectPremier 1025 Page 15 of 60  The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the UMA programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the UMA Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. Mutual Funds Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other share classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available to MMLIS for the Program. In addition, only the mutual fund share classes that are available on NFS’ platform are available in the Program. MMLIS will from time-to-time request that NFS add certain lower cost mutual fund share classes to its platform, as they are made available by particular mutual funds, if not already available on the platform. MI1611_UMA.SelectPremier 1025 Page 16 of 60  While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. For third-party Models and SMA Models, the mutual funds and mutual fund share classes are selected by the applicable third-party Sub-Manager. Outside of a third-party Model, as a general matter, in the Program, MMLIS only makes one share class of a mutual fund available for purchase at a given time. MMLIS will periodically review the universe of share classes that it offers for purchase outside of a third-party Model in light of share classes that become available to MMLIS. If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will make such share class available within the Program (outside of a third-party Model). MMLIS will then convert any holders of such mutual fund (outside of a third-party Model) to the more favorable share class. MMLIS has discretion to change a client’s share classes (outside of a third-party Model) at any time, as it deems appropriate. MMLIS has this authority even if the client has selected the Client Discretion option. There may be transitional periods when a more expensive share class of a particular fund is held within a client’s Account (outside of a third-party Model) prior to being converted to a lower cost share class. In addition, if a client would be charged a fee by the mutual fund company to convert to the newly available share class, or under other circumstances as MMLIS may determine, MMLIS may refrain from converting the applicable client’s share class. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. However, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Clients should contact their IA-Rep for more information about share classes and share class eligibility. As an accommodation to clients, a client’s existing mutual fund positions (excluding B and C share mutual funds) held outside of a Program, may be transferred into and held in client’s Account. Such transferred positions will be included in the calculation of Fees applicable to the Account so long as such assets remain in the Account. As with all other types of assets, and as further discussed below, in instances where the Firm receives distribution fees associated with a client Account, the Firm credits client Accounts an amount equal to any such distribution fees the Firm receives on such assets held in the Account in order to offset Client Fees. Clients should consider all relevant factors before contributing mutual fund shares to a Program, including the fact that clients may have paid a front-end sales charge and any applicable contingent deferred sales charges or redemption fees will remain the client’s responsibility and will be in addition to the Client Fee. Clients should also consider that the contributed mutual fund shares may not be the lowest cost share class available. Certain mutual funds may offer only one class of shares, while other mutual funds may offer multiple share classes which are available for investment based upon certain eligibility and/or purchase requirements. Mutual funds often permit the conversion of shares from one class to another, subject to certain conditions as determined by the mutual fund. If clients contribute or hold mutual fund shares that the Firm deems to be ineligible for the Program, such shares will be converted into a class of shares of the same mutual fund the Firm deems to be eligible, and will be subject to the Client Fee; depending on a client’s circumstances, the client could be subject to higher expenses overall once the shares convert to a class the Firm deems to be eligible. The Firm may not elect to convert particular share classes of a mutual fund if, for example, there is no equivalent class eligible for the Program or other circumstances as the Firm may determine. Prior to contributing any mutual fund shares to a client’s Account, the client should discuss the impact of a conversion of these shares with an IA-Rep. If the client does not want mutual fund shares converted, the client should not contribute such shares to its Account. As described below under “Fee Forgiveness,” certain clients may be eligible for Fee Forgiveness. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’ NTF or iNTF programs (no transaction fee) or TF (transaction fee) program, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’ platform, and one share class of a mutual fund can be part of a program (the NTF program, for example) while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s Account is invested in certain mutual funds, as NFS MI1611_UMA.SelectPremier 1025 Page 17 of 60  shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the Program that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. Mutual fund share classes that are part of NFS’ NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the Programs regardless of whether the share classes are in NFS’ NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS, the MMLIS WMIT and MMLIS Strategists. Specifically, MMLIS, the MMLIS WMIT and MMLIS Strategists have an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if these mutual fund share classes are more expensive for clients. MMLIS, the MMLIS WMIT and MMLIS Strategists have a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s Account for any revenue share payments MMLIS receives in connection with client’s Account. These conflicts are mitigated in several ways. The MMLIS WMIT, IA-Reps, including IA-Reps comprising MMLIS Strategist teams, do not receive any of the revenue share payments that NFS pays to MMLIS, and the MMLIS WMIT, MMLIS Strategists and IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes they select for their Models or recommend to clients. Additionally, MMLIS makes only one share class of a mutual fund available for purchase as an investment option in the Program outside of a third-party Model and MMLIS endeavors for the available share class to be the least expensive share class of a mutual fund available for advisory programs through NFS, such as the “Institutional,” “Advisory,” or “Clean” share class of a mutual fund. If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will seek to make such share class available within the Program outside of third-party Models and SMA Models and, as previously discussed in more detail, will convert any holders of such mutual fund outside of third-party Models and SMA Models to the more favorable share class. However, clients should be aware that MMLIS will not be able to make such share classes available within the Program, or convert Accounts to a more favorable share class, immediately or within any specified time period. Furthermore, the mutual funds and mutual fund share classes that are included in the third-party Models and SMA Models are selected by third-party Sub-Managers, not MMLIS or the IA-Reps. MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in accounts in the Program, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS. MMLIS, MMLIS WMIT and MMLIS Strategists have an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS, MMLIS WMIT and MMLIS Strategists also have an incentive to maintain client assets in the Program in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with MI1611_UMA.SelectPremier 1025 Page 18 of 60  NFS (including the Program) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s Account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such Account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s Account. These conflicts are mitigated in several ways. Neither IA-Reps (including IA-Reps comprising MMLIS Strategist teams) or the MMLIS WMIT receive any benefit if MMLIS pays lower fees to NFS and neither IA-Reps (including IA-Reps comprising MMLIS Strategist teams) or the MMLIS WMIT receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. In addition, MMLIS makes only one share class of a mutual fund available for purchase as an investment option in the Programs outside of a third-party Model and MMLIS endeavors for the available share class to be the least expensive share class of a mutual fund (available for advisory programs through NFS). If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will seek to make such share class available within the Programs outside of third-party Models and SMA Models and, as previously discussed in more detail, will convert any holders of such mutual fund outside of third-party Models and SMA Models to the more favorable share class. However, clients should be aware that MMLIS will not be able to make such share classes available within the Programs, or convert Accounts to a more favorable share class, immediately or within any specified time period. Furthermore, the mutual funds and mutual fund share classes that are included in the third-party Models and SMA Models are selected by third-party Sub-Managers, not MMLIS or the IA-Reps. MMLIS has also established parameters regarding the amount of cash that can be allocated in client Accounts in the Programs and monitors for adherence to these parameters. Fee Forgiveness When a client contributes assets to its Account from a previously established MMLIS brokerage account or contributes mutual funds for which MMLIS is the broker-dealer of record (either from the redemption of such assets and mutual funds or the assets and mutual funds themselves) such clients may be eligible for “Fee Forgiveness.” The Advisory Fee may be reduced for a period of time to take into account the cost of certain sales charges previously paid by the client or to be paid upon redemption. Fee Forgiveness is not available for assets for which MMLIS is not the broker-dealer of record. In addition, sales charges previously paid by the client will only be taken into account for Fee Forgiveness to the extent the client paid such sales charges in the previous two years (for A-share mutual funds) or previous 13 months (for C-share mutual funds, stocks, bonds, options and ETFs) and MMLIS was the broker-dealer of record for the mutual funds or applicable brokerage account at the time client paid the sales charges. Please note that in certain circumstances, proceeds from a client’s liquidated assets eligible for Fee Forgiveness can become commingled with other cash owned by the client. When the commingled funds are used to purchase assets contributed to client’s Account, MMLIS is under no obligation to apply Fee Forgiveness unless client can demonstrate that the eligible funds were utilized for the purchase. If you believe Fee Forgiveness should apply to a particular account or transaction, please contact your IA-Rep. If the account is fully disbursed before the Fee Forgiveness has been fully applied, the Fee Forgiveness associated with such assets will be discontinued and any remaining fees associated with such assets scheduled to be forgiven will not be forgiven. Fee Forgiveness is available only while a client’s Account is open. If the Account is terminated for any reason, any remaining fees scheduled to be forgiven will not be forgiven. Additional details regarding Fee Forgiveness can be found in the Program Agreement. Securities Backed Lending Programs The Firm contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their Account as collateral and must enter into an SBL agreement directly with the financial institution providing MI1611_UMA.SelectPremier 1025 Page 19 of 60  the SBL (the “Loan Provider”). Client should fully understand the following before using assets in an Account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for MMLIS and IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program. • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The Firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative SBL provider, maintain loan balances for longer periods of time and increase the draw down amount of a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. • The client will not be permitted to withdraw any of the assets in the Account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the Client Fee and other fees charged to the client’s Account for services provided under a Program. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the Account to meet the SBL requirements. • The Loan Provider can sell (or direct the Firm to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an Account are liquidated or sold to meet a call. Forced liquidation of assets in an Account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the Account and the ability of the Advisor to manage the Account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither the Firm nor the Firm’s IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an Account to meet an SBL demand or call. • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 9 – “Additional Compensation Related to Advisory Activities and Referral Arrangements” for information about the Conference Partner Program and associated conflicts of interest. Cash Management Features MMLIS makes available three cash management features for client Accounts: Dollar-Cost Averaging (DCA), Protected Cash and Pending Distribution. If you or your IA-Rep designate cash in your Account to one of these features, such amount will be removed from your Account’s asset allocation. Any amounts designated to DCA or Protected Cash will be charged a negotiable annual fee ranging from 0.06% to 0.36%. Any amount designated to Pending Distribution will be charged the Client Fee. DCA is an investment technique in which a fixed dollar amount will be contributed to your MI1611_UMA.SelectPremier 1025 Page 20 of 60  Account’s asset allocation on a periodic schedule. The Protected Cash feature may be used to remove an amount from your Account’s allocation and hold such amount as cash for a certain period of time. The Pending Distribution feature is generally used to set aside cash for expected withdrawals. Any amounts designated as DCA, Protected Cash or Pending Distribution will utilize the designated sweep option for your account’s Program; provided, however, that your IA-Rep may select a money market fund to hold DCA funds during the DCA period. Since MMLIS earns revenue on sweep options, MMLIS and your IA-Rep have a conflict of interest to recommend use of the DCA, Protected Cash and Pending Distribution features, and hold DCA funds in cash rather than a money market fund. Please refer to the section titled “MMLIS Sweep Program” for more information regarding conflicts of interest associated with the designated sweep option for your account. If client assets have been held in Protected Cash for a prolonged period of time (as determined by the Firm), the Firm will have the ability to purchase a money market security with such assets and the money market security will be held as an Unsupervised Asset. Cash that has been moved from Protected Cash to a money market security is no longer FDIC-protected. If a client wishes to hold more assets in their Account in cash or cash alternatives than is consistent with the Account’s concentration parameters, clients can request for these assets to be designated as Unsupervised Assets. Since cash and cash alternatives are not included in the calculation of the fee MMLIS pays to NFS, MMLIS and IA-Reps have an incentive to recommend use of the DCA, Protected Cash and Pending Distribution features and to recommend that clients designate (or use their discretion to designate) assets held in cash or cash alternatives as Unsupervised Assets. Please refer to the section above in this Item 4 entitled “MMLIS Fee to NFS” for additional information about this conflict of interest. Please also refer to the section below in this Item 4 entitled “Fees and Charges – Overview” for information about the Execution, Clearing and Custody Fee and conflicts related to the difference between the amount of this fee and the amount of the fee that MMLIS pays to NFS. Fees and Charges Overview Clients will pay an annual fee to MMLIS, the “Client Fee,” for the services provided under the Program. The services include the brokerage and advisory services provided by the Firm and the IA-Rep, the technology related services provided by Envestnet, the advisory related services provided by Envestnet, the advisory services provided by any Sub-Managers, the brokerage services involved in purchasing and selling the securities in a client’s Account, and the custodial and clearing services provided by NFS. The Client Fee will be paid in advance, on a monthly basis. The Client Fee includes an Execution, Clearing and Custody Fee of 0.06%, a negotiable Advisory Fee up to a maximum of 1.54%, and any applicable fees to Sub-Managers. Accounts containing options will incur an additional fee of 0.05%, within the maximum advisory fee of 1.54%. The fee rates for the Execution, Clearing and Custody Fee and the Advisory Fee are assessed against all assets that are invested in a client’s Account (other than Unsupervised Assets), including any portion of the assets maintained in cash or other short-term investments. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS receives from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. IA-Reps do not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Program) over other advisory programs and to recommend that you increase your investment in your MI1611_UMA.SelectPremier 1025 Page 21 of 60  advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives, that are excluded from the calculation of certain fees MMLIS pays to NFS. The Advisory Fee can include breakpoints in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). Information about the Client Fee and the breakpoint schedule for a specific client is provided in the SIS. IA-Reps have an incentive not to include breakpoints in the Advisory Fee as the rate of the Advisory Fee will decrease as the assets in a client’s Account increase. In addition, an IA-Rep may charge a fee lower than the negotiated Advisory Fee for a specific investment held in a client’s Account. The Advisory Fee is paid to MMLIS. MMLIS will pay a portion of the Advisory Fee to the IA-Rep after application of the compensation schedule and Administrative Assessment described below under “Additional Information about the Advisory Fee.” Assets that have been designated to the DCA or Protected Cash features will have a different fee schedule, as described above in “Cash Management Features.” Sub-Manager Fees Typically, a Sub-Manager charges an investment management fee for the cost of managing a model within the account. The fee applicable to each Sub-Manager is assessed on the overall percentage of assets managed by the Sub-Manager within the account. A portion of this investment management fee also includes additional compensation retained by Envestnet for providing support to the Sub-Manager and for the trading of the models. Sub-Manager Fees Type of Fee Range of Sub-Manager Fees Charged to Client Portfolio Management of Sub-Manager Model or Strategist UMA Model 0.02% – 0.55%* Portfolio Management of SMA Model 0.09% – 0.70% Envestnet Fee for Providing Tax or Values Overlay Services (if selected) 0.05% - 0.08% Envestnet Fee for Providing Fund Strategist Tax Management Services 0.08% *Please note that for Accounts with fees negotiated prior to June 1, 2017 certain sub-manager fees were lower than 0.02%. As disclosed earlier, the Client Fee includes a negotiable Advisory Fee up to a maximum of 1.54%, If a client uses a Sub-Manager to manage a model in the Account, the investment management fee can negatively impact the amount that the IA-Rep is able to negotiate as an Advisory Fee. The investment management fee may be waived or negotiated in certain instances. The differences in investment management fees for Sub-Managers, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend Sub-Managers with lower, or no fees, if the IA-Rep believes a lower Sub-Manager fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a Sub-Manager or to recommend Programs with no Sub-Managers, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. As described in this Brochure, there are additional services and account features that can be added to your account, some of which will increase the fees charged to your account (such as overlay services, tax management services, and portfolio consulting services), and some of which may increase or decrease the fees charged to your account depending on your Account’s Advisory Fee (such as DCA or Protected Cash). These fees create a conflict of interest as they provide a financial incentive for an IA-Rep to refrain from recommending or selecting these services and account features for a Client’s Account if the IA-Rep believes the presence of these fees will prevent the IA-Rep from negotiating a higher MI1611_UMA.SelectPremier 1025 Page 22 of 60  Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. Please see each applicable Sub-Manager Brochure (and the Envestnet Brochure, if Envestnet is selected as a sub-manager) for additional information about the fees charged by such Sub-Manager, including whether any breakpoints apply. Please also see the Envestnet Brochure for more information about the additional fees collected by Envestnet. If selecting a Model managed by the MMLIS WMIT or a MMLIS Strategist, please refer to the fact sheet or other materials provided by your IA-Rep for applicable fees associated with such Model, including whether any breakpoints apply. Other Information about the Client Fee Clients may purchase the same or similar securities without paying the Client Fee or may pay less than the Client Fee if such securities were purchased outside of the Program. Thus, in some cases, it may be more cost efficient for clients to purchase securities outside of the Program. However, clients will not receive the services provided under the Program if they choose to do so. The Client Fee a client pays may be higher than those charged by the Firm for other advisory programs offered through the Firm, or higher than those charged by other sponsors of comparable programs. Fees charged for similar services often vary by office and by IA-Rep. Certain IA-Reps provide comparable services for fees that are different from those charged by other IA-Reps, and some IA-Reps charge higher fees than other IA-Reps for similar services. The Firm reserves the right to reduce the Client Fee for employees, associated persons, agents, or independent contractors of the Firm or its affiliates and their immediate family members or for any other person for any other reason at its discretion. The Client Fee will be calculated in accordance with the Program Agreement. The Custodian is responsible for deducting the Client Fee from client’s Account in accordance with the Program Agreement. The mutual funds that are Investment Options are “no load” or “load” waived mutual funds, meaning the sales charges associated with mutual funds will not be charged to clients. Fees associated with the Program are assessed on all assets in the client’s account (other than Unsupervised Assets) including any assets maintained in money market funds, cash or cash alternatives. The Client Fee creates an incentive for MMLIS and IA-Reps to recommend the Program over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS and, because the amount of the Client Fee increases as the amount of assets in the account increases, to recommend larger investments in the Program. This incentive applies to both the initial recommendation to open an account in the Program and recommendations to make subsequent contributions to such account. Third-Party Advisory Programs are advisory programs for which a client enters into an investment advisory agreement with an investment adviser other than MMLIS and a broker-dealer other than MMLIS acts as the introducing broker-dealer. Breakpoints and Account Aggregation When negotiating client account fees, IA-Reps may consider the amount of assets an IA-Rep manages for a client (or group of clients) across one or multiple accounts. An IA-Rep can include breakpoints in the Advisory Fee in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). In connection with negotiating client account fees, a client can request that the IA-Rep “household” or combine multiple eligible client accounts together for purposes of calculating the Advisory Fee. Fee householding can result in lower overall fees if the aggregate household value is high enough to qualify for lower fee breakpoints. It is the client’s responsibility to inform their IA-Rep about accounts that could be aggregated for purposes of calculating the Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client MI1611_UMA.SelectPremier 1025 Page 23 of 60  account in the client’s “household” for any reason, at any time, in their sole discretion. Special tax rules apply to qualified retirement accounts that limit the ability to include their assets in a “household” for purposes of lowering Advisory Fees. Clients should consult with their tax advisor as improper aggregation can result in tax penalties for a client. Clients should review their accounts and inform their IA-Reps or MMLIS if a client believes their retirement account is being improperly aggregated. IA-Reps have an incentive not to include breakpoints in the Advisory Fee (or to household accounts for purposes of calculating the Advisory Fee) as the rate of the Advisory Fee will decrease as the assets in a client’s Account (or household accounts) increase. Accounts cannot be aggregated for purposes of calculating Sub-Manager Fees or fees for Tax or Values Overlay Services even if a client would qualify for a breakpoint in a Sub-Manager’s Fee if client’s accounts were aggregated. IA-Reps have different practices for negotiating client account fees and there is no guarantee that the fee schedule for your account will include breakpoints or that your account will be aggregated with other accounts for the purpose of calculating the Advisory Fee for your account. Moreover, the Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Advisory Fee will vary among IA-Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. Additional Client Fees Each client Account is subject to an annual fee of $20, which is charged at the end of June, unless the Account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 9 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client Accounts are subject to the following brokerage account termination fees (the “Termination Fees”): • Retirement Accounts - $125 • All Other Accounts (if transferred to a different firm) - $50 Termination Fees are deducted from the Account at termination. The Client Fee does not include Termination Fees. Accounts opening as of August 1, 2025, that contain models conducting over 1,500 trades per year (“High-Volume Trading Models”) will incur an additional charge of up to 0.05% to cover excess trading costs assessed by NFS. Accounts opened prior to August 1, 2025 that contain High-Volume Trading Models will not incur the additional fee. An open account that adds a High-Volume Trading Model after August 1, 2025, will be assessed the fee. The fee will only be assessed on the account balance invested in the High-Volume Trading Model. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. If NFS charges a recurring annual fee for any alternative investments (or other asset type, including any Unsupervised Assets), these fees will be paid by the client and are in addition to the Client Fee. NFS currently charges $35 per position for registered alternative investments and $125 per position for unregistered alternative investments annually. These custody and valuation fees are capped at $500 per account, per year. Clients will sign a separate agreement with NFS describing these fees if such investments will be included in a client’s Account. Additional Information about the Advisory Fee As previously described, IA-Reps are compensated with a portion of the Client Fee. The final net compensation received by the IA-Rep is subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule varies monthly based on the IA-Rep’s earnings in the previous twelve MI1611_UMA.SelectPremier 1025 Page 24 of 60  months. The compensation schedule is also impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor proprietary advisory programs over other advisory programs. Finally, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Program) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MMLIS incurs various administrative costs associated with offering the Programs. MMLIS keeps and utilizes a portion of the Advisory Fee (an “Administrative Assessment”) to pay for such administrative costs. MMLIS utilizes a fee schedule to determine the amount of the Administrative Assessment and the amount of the Advisory Fee that will be paid to the IA-Rep. The Firm has an incentive program where MMLIS will pay an IA-Rep a larger portion of the Advisory Fee and keep less of the Advisory Fee to cover its administrative costs based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB. The IA-Rep is not entitled to any portion of the Advisory Fee other than that portion determined by MMLIS in its sole discretion after application of the compensation schedule and Administrative Assessment. These incentive programs create a conflict of interest and incentive for IA-Reps to recommend these proprietary advisory programs (including the Program) to clients over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. In addition, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, these incentive programs do not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, pursuant to this incentive program, certain IA-Reps are paid almost all of the Advisory Fee. MMLIS does not utilize an Administrative Assessment for the products and services it offers other than for the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS. The Administrative Assessment creates an incentive for MMLIS to recommend these advisory programs (including the Program) to clients over third-party advisory programs and other types of accounts or services offered by MMLIS. MI1611_UMA.SelectPremier 1025 Page 25 of 60  Other Fees and Expenses The Client Fee does not include certain other fees and charges such as any fees imposed by the SEC, fees resulting from any special requests client may have, fees or commissions for securities transactions (including without limitation dealer mark-ups or mark-downs) that are not executed through MMLIS and cleared by the Custodian, or costs associated with temporary investment of client funds in a money market account. In addition, when applicable, NFS charges additional miscellaneous fees (including, but not limited to, ACAT fees, international trading and custody fees, and IRA maintenance fees). Fees will not be charged on the basis of a share of capital gains or capital appreciation of a client’s funds or any portion of a client’s funds. Other costs that are charged to the client, when applicable, and that are not part of the Client Fee include spreads paid to market-makers, exchange fees, and other fees and charges customary to securities brokerage accounts. The Client Fee also does not include the internal management, operating or distribution fees or expenses imposed or incurred by a mutual fund, ETF or alternative investment held in a client’s Account. If a client’s assets are invested in any mutual funds, ETFs, pooled investment vehicles, or alternative investments, in addition to the Client Fee, client will incur the internal management and operating fees and expenses, which may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client’s assets) and other fees and expenses that may be assessed by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Further information regarding charges and fees assessed are discussed in the appropriate prospectus, private placement memorandum, annual report, other disclosure document and/ or custodial agreement applicable to the corresponding investment vehicle (“Disclosure Documents”). Clients should review the Disclosure Documents of the mutual funds, ETFs, UITs, and alternative investments held in their Account. As indicated above, the Firm also serves as the broker-dealer for client Accounts under the Program. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. This compensation to the Firm from such mutual funds is in addition to the advisory and other fees the Firm receives under the Programs. This compensation creates a financial incentive for the Firm to recommend for clients to invest in mutual funds that pay 12b-1 fees. In order to mitigate this conflict, when available, the Firm seeks to offer share classes of mutual funds that do not have 12b-1 fees. In addition, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Furthermore, the mutual funds and mutual fund share classes that are included in the third-party Models and SMA Models are selected by the third-party Sub-Managers, not MMLIS or the IA-Reps. More information regarding these fees and other charges assessed by mutual funds may be found in the applicable mutual fund prospectus. In order to effectuate trades under the Programs, clients need to establish a brokerage account through the Firm with the Custodian, which will act as clearing firm and custodian for clients’ assets under the selected Program. Accordingly, it is expected that Envestnet will place transactions for the purchase and/or sale of securities and other investments for client’s Accounts through MMLIS which will be cleared by the Custodian. However, if Envestnet (or a Sub-Manager or MMLIS, where applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including the net price, a broker other than the Custodian can be used for execution. In such instances, the client will be subject to transaction costs and fees that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. Please see the Envestnet Brochure (or a Sub-Manager Brochure, where applicable) for information on how trades are sent or directed to the Custodian or other broker-dealers. Clients should also review MMLIS’s Step-Out Trading Disclosure which includes additional information and a list of the Sub-Managers that engage in step-out trading (available at https://compass.massmutual.com/api/public/assets/file/blt1880b584f0844a72 When possible, Envestnet may aggregate transactions from different client accounts to improve the quality of the execution. When transactions are aggregated, the actual prices applicable to the aggregated transaction will be averaged, and the account will be deemed to have purchased and sold its proportionate share of the securities involved at the MI1611_UMA.SelectPremier 1025 Page 26 of 60  average price obtained. When trades are not aggregated, clients will not benefit from lower transaction per share costs that often occur as the result of aggregating trades. Trustees may also charge retirement accounts subject to Title 1 of ERISA (ERISA Accounts) additional fees. Payment of Fees and Expenses Upon acceptance of the Brokerage Agreement, the Program Agreement and the Account being funded at the “Required Account Opening Amount,” which is the greater of (i) an amount at or above the Program minimum, unless waived by the Firm, or (ii) an amount at or near the investment amount identified in the ISP which was agreed upon between the client and the IA-Rep, clients pay an initial Client Fee that is based on the initial market value of the Account. The first payment is prorated to cover the period from the date the Account is opened through the end of the current calendar month. Thereafter, the monthly Client Fee is paid at the beginning of each calendar month for such month. The monthly Client Fee is based on the fair market value of the assets in the Account on the last business day of the preceding calendar month as calculated in accordance with the Program Agreement and as described above. Please see Item 5 below for information about the Program minimums. Clients also are subject to a Client Fee for any additional lump sum contribution(s) in a calendar month equal to or greater than $10,000. Such clients will pay for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution equal to or greater than $10,000. Payment of the Client Fee will be made in the month following any such contribution and will be based on the amount of the contribution. Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures, and when any applicable product issuers provide the proceeds from the redemption. All withdrawals are first funded from the amount in the client’s cash sweep option. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied by redeeming securities in the client’s Account. Withdrawals may have tax consequences such as capital gains taxes, the sale of securities or other assets in or outside of the cash sweep option may trigger taxable event, to which capital gains (or other) taxes apply. Envestnet will rebalance the Account back toward the selected allocation, thus triggering a possible taxable event. MMLIS will adjust or refund Client Fees paid by client that are attributable to partial withdrawals equal to or greater than $10,000 that client made during any calendar month. MMLIS will refund such clients for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of a partial withdrawal equal to or greater than $10,000. Payment of such refund will be made in the month following any such withdrawal and will be based on the amount of the withdrawal. If an Account is terminated, MMLIS will refund to clients a pro rata portion of any pre-paid, but unearned Client Fee for the current month. The amount refunded to clients will be based on the number of days remaining in the month after the date of termination. Clients pay the Client Fee and other applicable fees and expenses under the Program by instructing NFS through the Program Agreement to automatically debit the Client Fee, and applicable fees and charges (collectively “Expenses”), from their Account. The amount debited to pay the Expenses under the Program will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. Envestnet will automatically rebalance a client’s Accounts if payment of the Expenses under the Program causes the client’s cash sweep option to fall below the percentage threshold (and if the dollar threshold is met) and/or to cover any Account debit balances. If this occurs, the remaining amount of the Expenses and/or Account debit balances that cannot be covered by assets in the cash sweep option will be paid by redeeming shares of Securities in the client’s Account. In such cases, the client may face a taxable event, to which capital gains (or other) taxes may apply. Clients should consult with a qualified independent tax advisor. Envestnet and MMLIS have this authority even if the client has selected the Client Discretion option. MI1611_UMA.SelectPremier 1025 Page 27 of 60  Termination The Program Agreement will continue in effect until terminated by either the client or the Firm in accordance with the termination provisions of the Program Agreement. MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, the Firm may retain amounts in a client’s Account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS MMLIS generally provides investment advisory services to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts and different types of retirement accounts, including SEP, Simple, and traditional IRAs. In addition to the required Program Agreement, Brokerage Agreement and completed SIS, some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an Account. The Brokerage Agreement governs the brokerage services provided by MMLIS in connection with a client’s participation in the Program. Before a client’s Account can be invested in an alternative investment, clients will be required to enter into additional agreements with MMLIS and the product sponsor. The minimum initial funding to open an Account in the Program, unless the minimum is waived, is $5,000. Particular Investment Options may have higher minimum requirements which the Firm cannot waive. As a result, clients may not be able to invest in a particular Investment Option if the amount to be invested in the Investment Option would be less than the Investment Option minimum. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. Clients should speak to their IA-Reps for a description of the Investment Option investment minimums and with respect to Models and SMA Models, refer to each Sub-Manager Brochure for more information. Accounts cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds. Initial asset value less than the Required Account Opening Amount will not be managed under the selected Program but will be placed in the cash sweep option until the asset value reaches the Required Account Opening Amount. Once the Required Account Opening Amount is reached, client assets will then be invested in accordance with client’s selected Portfolio. If an Account falls below the account minimum requirement at any time and for any reason, the Firm may, in its discretion, close the Account and transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm on its brokerage accounts. Clients may make additional contributions to their Accounts at any time. Clients may fund contributions to a Program with cash or securities. Additional contributions are allocated initially to the cash sweep option and will remain there until a client’s Account is rebalanced or the cash allocation in client’s Account exceeds certain parameters. Clients should be aware that it can take at least one business day for new or additional contributions to be available for investment. As a result, executions of trade orders can occur at prices that are significantly different from the market price at the time of a contribution. Please see the Envestnet Brochure for more information. If a client contributes securities to an Account, the Firm and Envestnet have the right to liquidate those securities holdings in their sole discretion. Clients should be aware that a reasonable amount of time is necessary for the Firm to execute such trades. Clients should consider the cost, if any, of sales charges previously paid or to be paid upon such redemption, which MI1611_UMA.SelectPremier 1025 Page 28 of 60  are in addition to the Client Fee paid under the Program. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor before making any redemptions. If a client owns shares of a security outside of the Program that can be accepted into the Program and wants to transfer such shares into the Program, Envestnet will rebalance the client’s Account in accordance with the client’s Portfolio Guidelines, if necessary. This means that if all of the shares of the securities cannot be transferred into the Program without causing the client’s Account to be out of balance with the selected Investment Objective for client’s Account, those shares that would cause the client’s Account to be out of balance will be sold by Envestnet at its discretion. The proceeds of the sale will be used to purchase other securities in accordance with the client’s Portfolio Guidelines. MMLIS and Envestnet retain the right to liquidate any securities transferred in-kind into your Account. Since transferring shares of a security held outside the Program into the Program may trigger sales of securities in the Account, such transfers may result in a taxable event in which capital gains or other taxes apply. Clients therefore should consult with a tax professional before initiating the transfer. Transferring securities held outside the Program into the Program may result in a taxable event to which capital gains or other taxes apply. The proceeds of the sale will be used to purchase other securities in accordance with client’s Portfolio Guidelines. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION Selection of Available Investment Options MMLIS selects the Investment Options to be available in the Program. In general, for Models (other than the MMLIS WMIT Models and MMLIS Strategist Models) and SMA Models, MMLIS selects the Investment Options from the universe of Investment Options that Envestnet has granted an Approved research status. Having this research status means that the mutual fund, ETF, Model, or SMA Model has met Envestnet’s proprietary review criteria. For a discussion of Envestnet’s due diligence procedures, please refer to the Envestnet Brochure. MMLIS selects other Investment Options (including other Models and SMAs) based on its own due diligence and the research of third parties (including Envestnet and Morningstar). Depending on the Investment Option, MMLIS considers a variety of factors such as management, longevity, performance, compliance, and operations. In addition, MMLIS monitors (using its own research and the research of third parties) the mutual funds and ETFs available in the Program, including as it relates to available share classes. MMLIS engages in similar due diligence and ongoing monitoring for Models, SMA Models, and alternative investments. MMLIS also determines a list of appropriate research sources that MMLIS IA-Reps are required to use for research recommendations when evaluating individual equity securities for purchase. Notwithstanding MMLIS’s and Envestnet’s review processes, clients should be aware that investing in the Investment Options is subject to market risk and possible loss of principal. The purpose of each screening process is to identify Investment Options that satisfy certain minimum investment criteria. Envestnet’s Investment Option selection criteria and screening process are not applied to the cash sweep option. Neither Envestnet’s nor MMLIS’s Investment Option selection criteria and screening process applies to mutual funds or ETFs included in a third-party Sub-Managers’ Models, Strategist UMA Models, or SMA Models. Model Sub-Managers MMLIS selects the Sub-Managers and Models for the Program. MMLIS will monitor the Sub-Managers and Models and at any time at its discretion, remove and replace a Model as an Investment Option and from existing Accounts based on MMLIS’s due diligence or other factors such as regulatory considerations. MMLIS will select any replacement Models. MMLIS may select a Model managed by the MMLIS WMIT or a MMLIS Strategist as a replacement Model. This represents a conflict of interest and incentive for MMLIS because MMLIS will retain an increased portion of the Client Fee if a MMLIS Model or a MMLIS Strategist Model is selected for Client’s Account. Envestnet creates a Manager Profile information sheet on each Model Sub-Manager, which includes information on the Models that each Model Sub-Manager creates and/or manages for the Program. Manager Profiles are available from the IA-Rep. MI1611_UMA.SelectPremier 1025 Page 29 of 60  SMA Sub-Managers MMLIS selects the SMA Sub-Managers and SMA Models for the UMA Select Premier Program. MMLIS generally monitors the SMA Sub-Managers and SMA Models and at any time at its discretion, may remove and replace an SMA Model as an Investment Option and from existing Accounts. Envestnet will notify MMLIS when an SMA Sub-Manager fails to meet Envestnet’s screening criteria and will recommend appropriate replacement SMA Sub-Managers. Envestnet creates a Manager Profile information sheet on each SMA Sub-Manager, which includes information on the SMA Models that each SMA Sub-Manager creates and/or manages for the Program. Manager Profiles are available from the IA-Rep. Mutual Funds and ETFs MMLIS selects the mutual funds and ETFs available as Investment Options, as applicable. MMLIS uses a Morningstar-based methodology and/or reports produced by Envestnet in determining which mutual funds and ETFs should be Investment Options. MMLIS will monitor the mutual funds and ETFs and, at any time at its discretion, may direct Envestnet to remove and replace a mutual fund or ETF as an Investment Option and from Client Accounts. MMLIS will select the replacement mutual fund or ETF. For information regarding the mutual funds and ETFs available under the Program, including any associated fees, please read the prospectus of each particular mutual fund and ETF. Services Provided by IA-Rep Client’s IA-Rep will assist the client in selecting Investment Options for the client’s Account. The IA-Rep may discuss with the client various factors, including but not limited to client preferences, any additional fees and charges, performance history, and any account minimum requirements when making a recommendation. When appropriate, IA-Reps may also assist clients in determining whether existing Investment Options should be replaced. Client’s IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. If a client has selected the Advisor Discretion option, the IA-Rep will be able to change Investment Options without client’s approval and these changes can cause the Client Fee to increase or decrease. The IA-Rep cannot, however, change an Investment Option if such change would be inconsistent with the Investment Objective for client’s Account identified in the ISP and SIS. The client must approve any changes to the Investment Objective. Additional Information IA-Rep Prerequisites In order to become an IA-Rep of the Firm and provide services to clients under the Program on behalf of the Firm, the IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Brochure. In addition, each of the Investment Options have different licensing requirements. Once an IA-Rep has been approved to provide advisory services under the Program, the IA-Rep must annually certify that the IA-Rep continues to comply with the Firm’s policies and procedures. If an IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by the Firm to another qualified IA-Rep, who will service client’s account on the Firm’s behalf. Clients will be informed if their account is assigned to another IA-Rep. Due Diligence on Envestnet The Firm conducts due diligence on Envestnet, generally on an annual basis. The due diligence includes a review of Envestnet’s organization, personnel, investment philosophy, investment process (asset allocation and investment selection), due diligence process, performance, and back office. The annual due diligence may include site visits to some of Envestnet’s offices. The Firm does not calculate Envestnet’s investment performance, or review its performance information in order to determine or verify i) its accuracy or compliance with any presentation standards, or ii) if such information is calculated on a uniform or consistent basis. MI1611_UMA.SelectPremier 1025 Page 30 of 60  ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS As described in Item 4, the information that a client supplies to the IA-Rep, the SIS and any other documentation provided by the client is used by the Firm and its IA-Reps to provide the client with investment advisory services under the Program. The Firm also makes available such information to Envestnet so that Envestnet may fulfill its obligations under the Program as described in Item 4 of this Brochure and in the Envestnet Brochure. A client has the obligation to inform the IA-Rep of any change in their financial and personal circumstances that may have a material impact on the management of their Account. Any updated information that they provide may also be shared with Envestnet and any applicable Sub-Managers. Clients have the opportunity to impose reasonable investment restrictions applicable to their assets in the Program by identifying them on the SIS. The Firm will forward any investment restrictions requested by the client to Envestnet and to any applicable Sub-Managers, through Envestnet, for review. Investment restrictions must be reasonable, as determined by MMLIS, Envestnet and the Sub-Managers, and must be complete and consistent with applicable law. MMLIS, Envestnet and Sub-Managers observe the investment restrictions that a client provides in the SIS, if deemed reasonable; provided that Envestnet and the Sub-Managers reserve the right to seek further direction from the client through the Firm before any such investment restrictions are observed. Clients may impose new, or modify any existing, investment restrictions on the investments in their Account at any time by contacting their IA-Rep. Sub-Managers may reject an account if they cannot honor the requested restriction. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients have access to their IA-Rep for information on their Account. IA-Reps will also accept inquiries from clients about Envestnet and Sub-Managers as well as each of their roles under the Program and coordinate the provision of responses to clients. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible MI1611_UMA.SelectPremier 1025 Page 31 of 60  Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in MI1611_UMA.SelectPremier 1025 Page 32 of 60  connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third-party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MI1611_UMA.SelectPremier 1025 Page 33 of 60  MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered representatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MATERIAL RISKS Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Account under a Program due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by participating in a Program. Clients should read carefully a copy of the Sub-Manager Brochure, current prospectus, or other disclosure documents, associated with the Investment Options prior to investing. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with their respective Investment Options. The investment returns on a client Account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in the Program. MI1611_UMA.SelectPremier 1025 Page 34 of 60  The Firm and its IA-Reps do not provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. In general, MMLIS relies on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios to clients. Please refer to Item 4 for a description of our services and the services provided by third-party investment advisers and money managers. When reviewing third-party investment advisers and money managers, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance of investment advisers and money managers, initially and on an ongoing basis, in an attempt to determine if that investment adviser or money manager has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. Third-party managers may themselves utilize third-party research as the basis for their investment recommendations under these programs. Please refer to the Envestnet Brochure and each Sub-Manager Brochure for more information. Given the wide range of investments in which a client’s Account may be invested, there is similarly a very wide range of risks to which a client’s assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which Accounts may invest. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with the Program: Your Account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IA-Rep may recommend a focused or completion Model primarily to complement an existing investment strategy. All strategies implemented by MMLIS involve a risk of loss that clients should be prepared to bear. Acts of God and Geopolitical Risks — The performance of an Account could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on MMLIS, clients, Accounts, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, MMLIS’s ability to source, manage and divest investments, and MMLIS’s ability to achieve clients’ investment objectives, ultimately resulting in significant losses to the Account. In addition, there is a risk that a disruption will significantly impact, or even temporarily or permanently halt, MMLIS’s operations and/or the operations of any underlying portfolio funds and companies. Asset Allocation Risk — Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet the client’s investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. The client’s asset allocation targets typically are not changed unless the client’s circumstances or MI1611_UMA.SelectPremier 1025 Page 35 of 60  objectives change. There are risks associated with asset allocation. One such risk is that the client may not participate in sharp increases in a particular security, industry or market sector. Clients with an asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short-term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. Clients with a tactical asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of the client’s portfolio vary significantly. There is no guaranty a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation programs. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that the client will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies, but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Closed-End Funds: Interval and Tender Funds – Clients should be aware that closed-end funds available within the Programs may not give investors the right to redeem their shares, and a secondary market may not exist. Therefore, MMLIS may be unable to liquidate all or a portion of shares in these types of funds in an Account. Interval funds will provide limited liquidity to shareholders by offering to repurchase a limited amount of shares on a periodic basis, but there is no guarantee that MMLIS will be able to sell all of the shares in any particular repurchase offer. The repurchase offer program may be suspended under certain circumstances. Tender funds typically invest in private securities, private placements, or other investments that have low to no liquidity. Unlike interval funds, tender funds are not obligated to offer to repurchase shares. Tender Funds have specific redemption dates (i.e., quarterly), which are announced approximately three weeks before the tender trade date. MMLIS can only place sell orders on the actual tender date. Clients should be aware that MMLIS will continue to charge advisory fees on assets invested in Interval and Tender Funds even during periods of limited liquidity. Convertible and Preferred Securities — Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible securities may be more sensitive to changes in interest rates than stocks. Convertible securities may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due. Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as to perceptions of the creditworthiness and business prospects of individual issuers. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. MI1611_UMA.SelectPremier 1025 Page 36 of 60  Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. An Account that deals with counterparties in the investment of its assets may be subject to credit risk, including Accounts that invest in private credit (credit not issued by a bank or traded on the public markets). Cryptocurrency Exchange-Traded Products — The SEC has approved certain cryptocurrency exchange-traded products (“ETPs”) that are listed and traded on national securities exchanges. Currently, the approved ETPs hold Bitcoin or Ethereum as the underlying cryptocurrency. Cryptocurrencies are not legal tender in, and are not backed by the government of, the United States. The value of cryptocurrencies can be highly volatile as the prices are based on supply and demand and their perceived value, which are subject to change. Because cryptocurrency ETPs hold only the underlying cryptocurrency and cash, an investment in the ETPs may be more volatile than an investment in a more-broadly diversified portfolio. Various factors might cause the price of cryptocurrencies to drop precipitously, including, but not limited to, changes in preferences for competing cryptocurrencies, regulatory changes, technological issues, and malicious activity. For example, the price of cryptocurrencies might be affected by a decline or cessation in the adoption and use of cryptocur- rencies; the lack of expansion of cryptocurrencies into retail and commercial markets; or market participants developing a preference for particular cryptocurrencies. In the United States, cryptocurrencies are not subject to federal regulation, although they might be regulated by state regulatory authorities. It is possible that the federal government or additional state regulatory authorities adopt laws and regulations that affect cryptocurrencies and their users. In addition, crypto- currencies trade on largely unregulated exchanges that are not subject to the same regulatory guardrails as regulated exchanges; can be subject to greater risk of fraud (e.g., potential market manipulation) and failure than regulated exchanges; and might not be required to protect customers or their markets to the same extent as regulated exchanges. In addition, exchanges are susceptible to service interruptions and cybersecurity threats and breaches, which can result in the theft or loss of cryptocurrencies and a decline in the value of cryptocurrencies. Depositary Receipts Risk — Depositary receipts, such as ADRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. Duration Risk — Longer-term securities in which an Account may invest tend to be more volatile than short-term securities. A Portfolio with a longer average portfolio duration is more sensitive to changes in interest rates and therefore may experience greater volatility, than a portfolio with a shorter average portfolio duration. Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. Exchange-Traded Funds (ETFs) Risk — ETFs are typically structured as either open-end mutual funds or as unit investment trusts (UITs) (see separate risk factor. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying securities. ETFs are also subject to risks relating to market trading, including the potential for lack of an active market for ETF shares and significant market disruptions. Although ETF shares are listed on a national securities exchange, it is possible that an active trading market may not develop or be maintained, particularly during times of severe market disruption. If ETF shares need to be sold when trading markets are not properly functioning, they may be sold at a significant discount to their net asset value (NAV), or it may not be possible to sell them in the secondary market. Market and other disruptions also make it difficult for the ETF to accurately price its investments, thereby affecting the ETF’s price and performance. Similarly, an exchange or other markets may issue trading halts on specific securities or derivatives, which will affect the ability of the ETF to buy or sell certain securities or derivatives. In such circumstances, the ETF may be unable to rebalance its portfolio or accurately price its investments and may incur substantial trading losses. ETFs that seek to track the performance of a specified underlying index (“index ETFs”) are not actively managed and the investment advisers of such ETFs do not attempt to take defensive positions in declining markets. Therefore, Index ETFs may be subject to greater losses in a declining market than a fund that is actively managed. ETF shareholders will bear a proportionate share of the ETF’s expenses, including, as permitted by applicable law, certain management and other fees contained in that ETF’s prospectus. MI1611_UMA.SelectPremier 1025 Page 37 of 60  Financial Risk — Excessive borrowing to finance a business’s operations may limit profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in a declining market value and even bankruptcy. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, a Portfolio’s value may fluctuate and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the Account. Investment Company Risk — When a Portfolio invests in an investment company, including mutual funds, closed-end funds, UITs and ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Portfolio may be subject to additional or different risks than if the Portfolio had invested directly in the underlying investments. For example, the lack of liquidity in an ETF could result in its value being more volatile than that of the underlying Portfolio securities. Closed-end investment companies issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. As a result, a closed-end fund’s share price fluctuates based on what another investor is willing to pay rather than on the market value of the securities in the fund. Investment Style Risk — A Portfolio’s strategy may underperform other sectors of the markets or the markets as a whole. Leverage Risk – A pooled investment vehicle (e.g., mutual fund, ETF, etc.) may borrow money (and/or establish a line of credit) to provide for opportunistic asset allocation, facilitate payments on withdrawal and to remain fully invested in anticipation of future contributions. Additionally, a pooled investment vehicle may enter into various derivatives (such as options, futures and swaps) that have implicit or internal leverage in that the notional value of the derivative instrument is much larger than the cash needed to establish and maintain the derivative instrument. Although leverage will increase the pooled investment vehicle’s investment return if the investment purchased with borrowed funds earns a greater return than the interest expense the pooled investment vehicle pays for the use of those funds, the use of leverage will decrease the return on the pooled investment vehicle if the pooled investment vehicle fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the pooled investment vehicle, especially in times of a “credit crunch” or during general market turmoil. Market Risk — The market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Market risk includes prices dropping in reaction to both tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events (see “Acts of God and Geopolitical Risks” above). Money Market Funds Risk — An investment in money market funds not a bank deposit nor is it insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the money market fund seeks to maintain a constant price per share of $1.00, client may lose money by investing in the money market fund. The money market fund may experience periods of heavy redemptions that could cause the money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. This could have a significant adverse effect on the money market fund’s ability to maintain a stable $1.00 share price, and, in extreme circumstances, could cause the money market fund to suspend redemptions and liquidate completely. Options Trading Risk – Options may be used for a variety of strategies such as hedging, income generation and speculation. These strategies carry varying degrees of risk, including the potential for substantial or total loss of income. Options strategies may be difficult to understand and require active monitoring and management. Option can amplify MI1611_UMA.SelectPremier 1025 Page 38 of 60  losses as well as gains, are time-sensitive and may expire worthless and can be illiquid, making it difficult to enter or exit positions. Portfolio Turnover Risk — To the extent that a Portfolio buys and sells securities frequently, such activity may result in increased brokerage or other higher transaction costs and additional capital gains tax liabilities. These costs affect the Portfolio’s performance. To the extent that a Portfolio invests in an underlying fund, the Portfolio will have no control over the turnover of the underlying fund. In addition, the withdrawal of a Portfolio from an underlying fund could involve expenses, such as redemption fees, to the Portfolio under the terms of the Portfolio’s investment. Privately Placed and Restricted Securities Risks – An Account’s underlying investments may also include privately placed securities, including private equity funds, hedge funds, real estate funds and exchange funds, which are subject to resale restrictions. It is likely that such securities will not be listed on a stock exchange or traded in the OTC market. These securities will have the effect of increasing the level of an Account’s illiquidity to the extent the Account may be unable to sell or transfer these securities due to restrictions on transfers or on the ability to find buyers interested in purchasing the securities. Exchange funds recognize their full benefit after a set time period, which is typically 7 years after the close of the fund, with liquidity only available after 3 years of investment. The illiquidity of the market, as well as the lack of publicly available information regarding these securities, may also adversely affect the ability to arrive at a fair value for certain securities at certain times and could make it difficult for the Account to sell certain securities (or to sell such securities at the prices at which they are currently held). Furthermore, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that might be applicable if their securities were publicly traded and/or listed on a stock exchange. Clients will continue to pay an ongoing Client Fee for these assets, as long as they remain in the Account, including during periods where MMLIS is unable to redeem such investments. An Account may be obligated to pay all or part of the legal and/or other fees incurred in negotiating the purchase and or sale of a private placement security. When registration is required to sell a security, an Account may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the account may be permitted to sell a security under an effective registration statement. If adverse market conditions developed during this period, an Account might obtain a less favorable price than the price that prevailed when the Account decided to sell. REITs Risk — REITs are trusts that invest primarily in commercial and/or residential real estate or real estate-related loans. Investments in REITs are subject to the same risks as direct ownership of real estate and mortgages, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. In addition to default, underlying loans may be subject to prepayments that occur later or earlier than expected and such loans may also include so-called “subprime” mortgages. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. The value of REITs will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. Reliance on Technology; Cybersecurity Risk; Back-up Measures — MMLIS’s operation is dependent on various computer and telecommunications technologies, many of which are provided by or are dependent upon third parties such as data feed, data center, telecommunications, or utility providers. The successful deployment, implementation, and/or operation of such activities and strategies, and various other critical activities, could be severely compromised by system or component failure, telecommunications failure, power loss, a software-related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on clients, including by preventing MMLIS, Envestnet, or any Sub-Managers from trading, modifying, liquidating, and/or monitoring its clients’ investments. In addition, clients should be aware of the risk of attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to MMLIS’s interconnectivity with third-party vendors, MI1611_UMA.SelectPremier 1025 Page 39 of 60  central agents, exchanges, clearing houses, and other financial institutions, MMLIS could be adversely impacted if any of them is subject to a cyber-attack or other information security event. Although MMLIS takes protective measures and endeavors to modify its operations as circumstances warrant, computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. MMLIS has certain backup measures in place for such disruptions, but no assurance can be given that these plans will be realized, or that, in particular, MMLIS would be able to resume operations following a business disruption. Structured Investments Risk — Structured notes are types of derivative securities whose value is determined by reference to changes in the value of specific securities, currencies, interest rates, commodities, indices, or other financial indicators (the “Reference Instrument”), or the relative change in two or more Reference Instruments. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference Instrument(s). Structured notes may be positively or negatively indexed, so the appreciation of the Reference Instrument may produce an increase or decrease in the interest rate or value of the security at maturity. The terms of the instrument may be “structured” by the purchaser and the borrower issuing the note. For example, the terms of a structured note may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured notes may present additional risks that are different from those associated with a direct investment in fixed income or equity securities because the investor bears the risk of the Reference Instrument(s). For example, structured notes may be more volatile, less liquid, and more difficult to price accurately and subject to additional credit risks. Structured Certificates of Deposit (“CDs”) that are insured by the FDIC are subject to applicable FDIC limits. Unit Investment Trusts (UITs) Risk — A UIT is an SEC-registered investment company composed of an unmanaged portfolio in which the investor has an undivided ownership in the underlying securities. Many ETFs are structured as UITs (refer to “Exchange-Traded Funds Risk” above). The market value of a UIT largely depends on the value of the portfolio securities it holds. As the value of those securities changes, generally so will the value of the UIT, which can result in a loss of investment. Assets invested in UITs may be diluted if the size of the portfolio is increased as units are sold. Additionally, a UIT’s issuer may be unwilling or unable to declare dividends in the future, or may reduce the level of dividends declared, resulting in a reduction in value of the units. U.S. Government Securities Risk — U.S. Government securities are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources. Other Financial Industry Activities and Affiliations The Firm is registered with the SEC as an investment adviser and a broker-dealer and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities, including, but not limited to, stocks, bonds, municipal and government securities, and mutual funds to the public. The products available through the Firm include products issued by our affiliated insurance companies as well as those issued by unaffiliated issuers. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services which may include clients who participate in the Programs. The Firm, as a broker-dealer, effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or investment products in which the Firm or its officers, directors, employees or RRs have a financial interest or may themselves purchase or sell. Clients should be aware that compensation earned by the Firm and its RRs vary by product and by issuer. Therefore, the Firm and its RRs may receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. MI1611_UMA.SelectPremier 1025 Page 40 of 60  Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are RRs and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s RRs and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer capacity or investment adviser capacity. MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Affiliated Funds may also be available as underlying investments in a Sub-Manager Model, Strategist UMA Model, MMLIS Model or MMLIS Strategist Model. When an Affiliated Fund is an underlying investment in a Sub-Manager Model, Strategist UMA Model, MMLIS Model or MMLIS Strategist Model, MMLIS and/or one of its affiliates receives a financial benefit. This conflict of interest is mitigated because neither MMLIS nor the IA-Reps select the investments within a Sub-Manager Model. MMLIS also addresses this conflict by disclosing it to you. When Affiliated Funds are held in qualified retirement plan accounts and IRAs the account will not be charged the Execution, Clearing and Custody Fee or the Advisor Fee for the portion of the account invested in the Affiliated Funds. The account will be charged any other applicable fees. MI1611_UMA.SelectPremier 1025 Page 41 of 60  MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Investment products advised and/or distributed by one or more Invesco entities may also be available as underlying investments in a Model. This conflict of interest is mitigated because neither MMLIS nor the IA-Reps select the investments within a third-party Model. For MMLIS WMIT Models and MMLIS Strategist Models, this conflict of interest is mitigated because the MMLIS WMIT or the MMLIS Strategist, as applicable, does not receive any more or less compensation for selecting these investments within a Model, and the IA-Reps recommending or selecting Models in the Programs do not receive any more or less compensation for recommending or selecting Models that contain these investment products. Clients cannot purchase Invesco common stock as an investment for their Account. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company) is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation, including the Growth Bonus. The referral fee and these incentive programs create a conflict of interest and an incentive for IA-Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Brochure. Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the Program. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’s clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives additional compensation in the form of revenue-sharing payments from NFS as described below and in Item 4 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives revenue sharing payments from NFS for investments in mutual fund shares in NFS’ NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, the Firm, as a broker-dealer, also earns 12b-1 fees from certain mutual funds for providing distribution and/or administrative services to mutual funds (which are credited back to clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments MI1611_UMA.SelectPremier 1025 Page 42 of 60  in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and “MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers custodied with NFS over the previous year (including the assets in the Programs), excluding certain assets that were already custodied with NFS, and maintaining a certain amount of accounts and assets that MMLIS customers custody with NFS (including the accounts and assets in the Programs). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the Programs, over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with IA-Reps. MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’ clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’ services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 9. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the Programs) for which MMLIS receives compensation from NFS over advisory programs (such as third-party programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. Relationship with Envestnet In addition to the advisory business relationship between Envestnet and the Firm as described in Item 4 above, MMLIS has entered into other agreements with Envestnet and Envestnet affiliated investment advisers to offer other advisory programs. Please contact MMLIS or your IA-Rep for additional information about such programs. Envestnet also provides research and other technology services to MMLIS for a separate fee. Furthermore, Envestnet and, if applicable, its affiliates and subsidiaries, from time to time pay fees to attend Firm sponsored sales and/or training conferences. In 2023, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2024. Representatives from Envestnet and, if applicable, its affiliates and subsidiaries, generally network with and provide training to IA-Reps and the Firm’s personnel at these conferences. The fees received by the Firm are generally used to offset expenses associated with hosting conferences and other expenses, and are not paid directly to IA-Reps. While IA-Reps do not receive a portion of these fees, IA-Reps may be more likely to recommend the Programs, other Envestnet advisory programs, or products offered through Envestnet’s affiliates or subsidiaries that are accessible through the Firm, to prospective clients because of the education and the exposures that IA-Reps receive on such services and products. MI1611_UMA.SelectPremier 1025 Page 43 of 60  Envestnet’s parent company, Envestnet, Inc., was acquired by affiliates of vehicles managed or advised by Bain Capital Private Equity, LP, a private equity firm, and certain minority co-investors on November 25, 2024. The minority co-investors include strategic partners BlackRock, Fidelity Investments, Franklin Templeton, and State Street Global Advisors. Due to their ownership interest, Envestnet has an incentive to make the investment products offered by BlackRock, Fidelity Investments, Franklin Templeton and State Street Global Advisors available on its platform and to grant these investment products with an approved research status. Envestnet also has an incentive to work with these companies to create new investment products to offer on its platform. Clients should review the Envestnet Brochure for additional information about Envestnet’s ownership structure and related conflicts. Compensation for IA-Reps As previously discussed, MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Program and other offerings at MMLIS. The compensation schedule is impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For these purposes, the relevant advisory fees are those earned across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 million or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. MMLIS also has an incentive program where an IA-Rep will receive a larger portion of the Advisory Fee based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For this purpose, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This incentive program creates a conflict of interest and an incentive for IA-Reps to recommend these proprietary advisory programs (including the Program) to clients over other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. The Firm addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, IA-Reps can earn a Growth Bonus. The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) MassMutual Trust Accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Program) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MI1611_UMA.SelectPremier 1025 Page 44 of 60  Certain IA-Reps of the Firm are also affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with the Firm (“Third-Party Adviser”). In that respect, such IA-Reps may offer investment advisory programs through both the Firm and the Third-Party Adviser. The compensation that they receive from the Third-Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from the Firm. While the investment advisory programs made available by the Third-Party Adviser may differ materially from the programs made available by the Firm, the IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm (including the IA-Rep), and/or its affiliates, may have investment responsibilities, render investment advice to, and perform other investment advisory services for, other individuals and entities (“Other Accounts”). Clients should be aware that the Firm and its affiliates, and their respective partners, directors, trustees, officers, agents, IA-Reps and employees may buy, sell or trade in any securities for their respective accounts (“Affiliated Accounts”) or Other Accounts. The Firm (including IA-Reps) and its affiliates may give advice or exercise investment responsibility and take such other actions with respect to Other Accounts and Affiliated Accounts which may be similar to, differ from, or contradict, the advice given or the timing or nature of action taken with respect to clients’ Account(s). Additionally, Other Accounts and Affiliated Accounts may at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which client’s Account may have an interest from time to time, whether in transactions which involve client’s Account or otherwise. The Firm shall have no obligation to purchase for client’s Account a position in any investment which Other Accounts or Affiliated Accounts may acquire, and that the client shall have no first refusal, co-investment or other rights in respect of any such investment. MMLIS does not affect any principal or agency cross securities transactions for client accounts. The Firm will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys securities from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by or under common control MI1611_UMA.SelectPremier 1025 Page 45 of 60  with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. Review of Accounts Services Provided by the Firm The Firm, through the IA-Reps, will be available during business hours to answer any questions that the client may have regarding their Account and/or to provide client services related to client’s Account. The Firm will notify clients in writing at least quarterly to contact the Firm if there have been any changes in their financial situation or investment objectives that might affect the manner in which their Account assets should be managed, and whether they wish to add, or modify any existing, investment restrictions imposed on the investments in their Account, or whether there have been any changes in their investment objectives that might affect the manner in which their assets should be managed. The Firm, or the IA-Reps, will also contact clients at least annually to review each client’s Account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the Account. Additionally, the Firm and Envestnet monitors the activities of client Accounts on a periodic basis. The Firm will notify the IA-Rep and/ or the IA-Rep’s supervisor regarding an Account, or to take any corrective actions as required by the Firm’s policy, where appropriate. The IA-Rep is available on an ongoing basis to discuss the client’s participation in the Program or the client’s investments in general. Services provided by Envestnet On an ongoing basis, Envestnet maintains the software utilized to generate the ISP and SIS. Additionally, Envestnet has an ongoing responsibility for implementing securities trades according to the Models and SMA Models for Accounts. Envestnet shall also observe any client-imposed investment restrictions that Envestnet has accepted. Envestnet has the authority to make securities trades through NFS in client’s Account as necessary to fulfill its obligations under the Program. This includes the authority to make appropriate Investment Option and securities replacements and Portfolio changes as described herein. The client will be notified of such changes through confirmations and account statements from the Custodian. Clients do not have the ability to opt out of this aspect of the Program. MI1611_UMA.SelectPremier 1025 Page 46 of 60  Cash Allocation and Rebalancing Cash Allocation. The Portfolios are designed to maintain a minimum cash allocation in the cash sweep option to facilitate administration of the investment portfolio, including, but not limited to, trading and fee collection. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the changing of Investment Options, processing of client contributions or withdrawals, or during the initial investment of a client Account. If the amount of a client’s Account invested in the cash sweep option varies beyond a determined maximum cash allocation, then the client’s Account will have purchases made into other positions in the client’s allocation. Each of Envestnet, MMLIS and Sub-Managers has the right, even if the client has selected the Client Discretion option, to invest cash into other positions in the allocation to resolve for drift in the assets invested in the cash sweep option. Periodic Rebalancing. Envestnet may rebalance a client’s Account at any time at its discretion, which will make the Account’s asset allocation consistent with the Portfolio Guidelines and the applicable asset allocation and concentration parameters. Envestnet has this authority even if the client has selected the Client Discretion option. Additionally, unless your IA-Rep selects a different rebalancing frequency, Envestnet reviews Accounts on at least an annual basis to determine if rebalancing should occur. If no trade has taken place in an Account in the last 366 days, Envestnet will initiate a rebalance event. During a rebalance event, additional shares of certain securities may be purchased in the Account and/or shares of other securities may be sold in order to bring the account into closer alignment to the model Portfolio assigned to the account. Depending on the parameters selected by the IA-Rep, it is possible that no trades will occur in an Account during the rebalance event. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. An IA-Rep can elect to not have a client’s Account automatically rebalance during a particular year, or turn off the automatic rebalancing feature for a client’s Account. If a client has selected the Client Discretion option, the IA-Rep cannot select a different rebalancing frequency without the client’s prior approval. The Client Fee and other expenses under the Program are deducted from assets clients have in the cash sweep option (initially, before other assets), as outlined in greater detail in the Program Agreement. By executing the Program Agreement, clients authorize the Custodian to pay the Program Fee and all other fees and charges that are due and payable in a given calendar month under the Program from assets client has in the sweep option. If a client’s sweep option does not have enough cash to pay for the Program Fee, account debit balances or other charges, the Firm will, in accordance with the Program Agreement, sell any assets in Client’s Account it deems appropriate to make such cash available even if the client has selected the Client Discretion option. In such cases, clients may face a taxable event, to which capital gains (or other) taxes may apply. Further details of Envestnet’s ongoing responsibilities under the Program can be found in the Envestnet Brochure. Third-Party Research Reports IA-Reps may provide clients with research reports prepared by third-party companies (“third parties”) that are not affiliated with the Firm. Clients should understand the following: • MMLIS does not prepare, edit or endorse research reports, prepared by third parties (“third-party research reports”). Research is subject to change without notice and MMLIS does not guarantee the accuracy, timeliness, completeness or usefulness of any third-party research report. Third-party research reports are provided for informational and/or educational purposes only and are not intended to provide tax, legal, or investment advice. • Third-party research reports are written without any particular investor or class of investors’ financial situation or needs in mind, and therefore, the information therein should not be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by MMLIS or any third-party. Clients are responsible for determining whether any of the information in a third-party research report is useful or applicable to client based on each client’s unique financial situation or needs. MI1611_UMA.SelectPremier 1025 Page 47 of 60  • Neither MMLIS nor any third-party has made any determination that any recommendation, investment or strategy referenced in any third-party research report is suitable or appropriate for a specific client based on a client’s investment objectives and financial situations. • MMLIS is not responsible or liable for any content of a third-party research report, nor is MMLIS liable for losses resulting from the use of any third-party research report. Clients will use third-party research reports only at client’s own risk. Client Statements and Performance Reports NFS will send client statements of all activity in clients’ brokerage accounts on no less than a quarterly basis. Clients can request written confirmations of trades cleared and settled through the brokerage accounts. Clients should carefully review their brokerage account statements and confirmations issued by NFS and contact the Firm or their IA-Rep immediately upon discovery of any errors, discrepancies or irregularities. Valuation of Alternative Investments. If alternative investments are publicly traded, NFS will display the market price on your account statement. If the alternative investments are not publicly traded, NFS will request valuation from a third-party pricing vendor that NFS deems appropriate in its sole discretion. If prices of the alternative investments are not readily available, NFS will hold the investments at their purchase price (cost) until a valuation is received. Please carefully review the valuation disclosure in the Alternatives Addendum provided with all alternative investment purchases. Clients should contact their IA-Reps to discuss the various performance reporting options that are available. IA-Reps are available to discuss performance reports, Account allocations, Account performance or any other matter relating to a client’s Account. Client Referrals and Other Compensation Additional Compensation Related to Advisory Activities and Referral Arrangements Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts and MMLIS Financial Planning to IA-Reps and/or Clients as potential products over other products and services for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds, ETFs and Alternative Investments that are (a) available Investment Options in the Program and/or (b) underlying investments in a Model. Certain Strategic Partners are also Sub-Managers or sponsors of alternative funds. Strategic Partners are provided with increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our Representatives, and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes Strategic Partners and their products and services in proprietary marketing materials and/or websites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted MI1611_UMA.SelectPremier 1025 Page 48 of 60  marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law) and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: American Funds, Brinker Capital, BlackRock, Invesco, Fidelity, BNY Mellon, and EQT in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 million or less than $500,000, except for an alternative fund sponsor that is new to the MMLIS platform paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination, of the following: 1) a percentage of initial and/or additional investment amount made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) other formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MMLIS also has a Conference Partner Program with other investment companies that offer (1) mutual funds, ETFs, and Alternative Investments that are (a) available Investment Options in the Programs and/or (b) underlying investments in a Model, and/or (2) offer securities backed loans. Certain Sub-Managers are also part of the Conference Partner Program. These investment companies (“Conference Partners”) contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JPMorgan, SEI, Ategenos, Blue Owl, Clark Capital, Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Envestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200,000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust Asset Management as a result of reaching a certain threshold of assets under management by Northern Trust Asset Management belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Equitable, Brighthouse, Prudential, Allianz, Lincoln Financial, Nationwide, Transamerica, Pacific Life, Corebridge Financial, and Protective. No company paid more than $5 million. These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/or MI1611_UMA.SelectPremier 1025 Page 49 of 60  ETFs that are (a) available Investment Options in the Programs and/or (b) underlying investments in a Model. Certain of the variable annuity issuers or their affiliates could become Sub-Managers. MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that ETF provider. The purchase of this data may result in the ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with the Strategic Partner Program, Conference Partner Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners and other companies that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend the mutual funds, ETFs and Alternative Products provided by Strategic Partners, Conference Partners and other participating companies over mutual funds, ETFs and Alternative Products offered by entities that do not make marketing support payments to MMLIS, and to recommend the Strategic Partners, Conference Partners and other participating companies over Sub-Managers that do not make marketing support payments to MMLIS or contribute to or participate in MMLIS conferences or training meetings. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners and other participating companies, and the basis on which the payments are calculated differs among certain of the Strategic Partners, Conference Partners and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (and their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients are invested in the mutual funds, ETFs, or Models offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their products to be Investment Options in the Program. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s, Conference Partner’s and other participating companies’ products and services with the Firm’s RRs and IA-Reps. Therefore, these payments create an incentive, and lead to a greater likelihood, for the Firm or its IA-Reps to make available and recommend (or select on a client’s behalf) the mutual fund, ETF or Model of a Strategic Partner or a Conference Partner (or other participating company) over the mutual fund, ETF or Model of another entity, or a Sub-Manager who is a Strategic Partner or a Conference Partner (or other participating company) over other Sub-Managers. These payments are in addition to the fees received by the Firm under the Programs and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified retirement plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or educational activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. Certain of the Sub-Manager Models are created and maintained by Mariner Wealth Advisors, LLC (“Mariner”). The Managing Member and Principal of Baystate Financial Services, a financial services firm affiliated with MMLIS, is an employee of Mariner. Other representatives of MMLIS affiliated with Baystate Financial Services are also employees or independent contractors of Mariner. These individuals do not manage client accounts or provide product recommen- dations directly to clients. However, the affiliation of Baystate Financial Services’ Managing Member and other Baystate Financial Services representatives with Mariner creates an incentive for IA-Reps affiliated with Baystate Financial MI1611_UMA.SelectPremier 1025 Page 50 of 60  Services to recommend that clients invest in the Sub-Manager Models created and maintained by Mariner. MMLIS address this conflict of interest through disclosure. From time to time, the Firm and its IA-Reps receive other compensation from (i) fund companies that issue mutual funds and/or ETFs that are Investment Options or underlying securities in a Model in a Program, and (ii) Sub-Managers of Models that are Investment Options in a Program. Such fund companies and Sub-Managers sponsor their own conferences for training and educational purposes, which certain of the Firm’s IA-Reps are invited to attend. In addition to the Firm’s IA-Reps attending these conferences without charge, these fund companies and Sub-Managers also reimburse or pay for the travel and other related expenses incurred by the Firm’s IA-Reps or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by IA-Reps. Some fund companies and Sub-Managers provide free investments tools to IA-Reps. These conferences, reimbursements and access to free investments tools create an incentive for the Firm and the IA-Reps to make available and recommend (or select on a client’s behalf) the mutual funds and/or ETFs provided by the sponsoring fund companies and the Models managed by the sponsoring Sub-Managers. These fund companies and Sub-Managers may also provide nominal gifts to the Firm’s IA-Reps. The Firm enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary, such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are referred to the Firm through a Solicitor will be provided with copies of a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest resulting from the relationship between the Firm and the Solicitor, and whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements may affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services, including a Program, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to the Firm or an IA-Rep and may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about the Firm’s advisory services to IA-Reps. The Firm will share a portion of the fees earned by the Firm with Financial Institutions for referring individuals who eventually obtain advisory services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to IA-Reps regardless of whether such individuals obtain advisory services from the Firm. To the extent that a referred client participates in a Program, the compensation paid to Financial Institutions, or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from the Firm. The fees and expenses that the Firm pays to a Financial Institution under these arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. MI1611_UMA.SelectPremier 1025 Page 51 of 60  If a MMLIS WMIT Model or a MMLIS Strategist Model is selected for client’s Account, a Sub-Manager fee is paid to MMLIS (including the MMLIS Strategist, if applicable) for investment management services. MMLIS therefore receives a higher portion of the Client Fee if Client selects a MMLIS WMIT Model or a MMLIS Strategist Model than if client selects a Model managed by an unaffiliated third-party Sub-Manager in the Programs or in other MMLIS advisory programs. As a result, and due to the MMLIS WMIT’s and the MMLIS Strategist’s affiliation with the Firm, MMLIS and its IA-Reps have a conflict of interest and incentive to recommend Models managed by MMLIS WMIT and Models managed by a MMLIS Strategist over Models managed by unaffiliated third-party Sub-Managers, or other MMLIS advisory programs or models where MMLIS does not receive a Sub-Manager Fee. The Firm addresses this conflict of interest through its compensation structure, as MMLIS IA-Reps recommending Models in the Program do not receive any more or less compensation for recommending a MMLIS WMIT Model or a MMLIS Strategist Model for Client’s Account over unaffiliated third-party Sub-Managers or unaffiliated money managers available in other MMLIS advisory programs. Envestnet pays the Firm a fee to attend Firm sponsored sales and/or training conferences. Envestnet generally networks with and provides training to the IA-Reps and Firm personnel during these conferences. The fee received by Firm is used to offset expenses associated with hosting the conferences and is not paid to the IA-Reps or other associated persons. While the IA-Reps do not receive a portion of the fee, the IA-Reps may be more likely to recommend the Program to prospective clients because of the education and the exposure they receive on the Program and/or Envestnet. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and/or other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Rep’s manager may also offer rewards, recognition and trips based upon similar criteria. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the Programs), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including any of the Programs). These loans are not forgivable. These loan programs create an incentive for IA-Reps (existing and new) to recommend the Programs over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. These loan programs MI1611_UMA.SelectPremier 1025 Page 52 of 60  also create an incentive for new IA-Reps to recommend clients transfer assets into the Program rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in NFS Custodied Programs (including the Program) and MassMutual Trust Accounts. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the NFS Custodied Programs (including the Program) over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in an NFS Custodied Program (including the Program) and recommendations to make subsequent contributions to such account. The IA-Reps who qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. Therefore, your IA-Rep has an incentive to offer you the programs referenced in this Brochure in order to meet these requirements and qualify for these benefits and services, and to recommend that you increase the amount you have invested in such programs. Additionally, your IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Program referenced in this Brochure, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions (“Orion”) platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. Orion will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will be reinstated to their previous status. IA-Reps who do not meet the program requirements within the grace period will be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MI1611_UMA.SelectPremier 1025 Page 53 of 60  MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS pays Envestnet and NFS a fee for the services that they provide in the Program. MMLIS pays Envestnet an annual licensing fee. MMLIS pays Envestnet an additional, tiered platform fee in the event MMLIS exceeds a level of assets under management in the advisory programs on Envestnet’s platform. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and administrative services that NFS provides for these accounts. Donor Advised Fund Services MMLIS offers the American Endowment Foundation (“AEF”) Donor Advised Fund service and the Fidelity Charitable Investment Advisor Program (“CIAP”) Donor Advised Fund service. A client (“Donor”) may elect to utilize these services to make irrevocable donations to the American Endowment Foundation Advised Fund or the Fidelity Investments Charitable Gift Fund, as applicable, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to American Endowment Foundation or Fidelity Charitable, as applicable, and has no authority to change investment decisions on accounts using the service. Donors should refer to the AEF Program Description and AEF Application for additional information regarding establishing a donor-advised account with American Endowment Foundation, and to the CIAP Description and Investment Policies and Guidelines, as well as their CIAP Application for additional information regarding establishing a donor-advised account with Fidelity Charitable. Assets donated to the American Endowment Foundation or Fidelity Charitable through this service will be managed by MMLIS and may be invested in the Program. The Fidelity CIP Donor Advised Fund service is only available to single-sleeve accounts. Administrative Fee. The Administrative Fee charged by the American Endowment Foundation for this service ranges from 0.10% to 0.70% (subject to a minimum of $125 per quarter) depending on the amount of assets donated. The Administrative Fee charged by Fidelity Charitable for this service ranges from 0.115% to 0.60% depending on the amount of assets donated to Fidelity Charitable. MMLIS may make other Donor Advised Fund services available to clients. Clients can access Donor Advised Fund services without opening an account with MMLIS. However, the account will not receive advisory services from MMLIS and neither MMLIS nor your IA-Rep will receive any compensation in connection with the account. As a result, MMLIS and your IA-Rep have an incentive to offer and recommend that you utilize Donor Advised Fund services through an advisory account at MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. You should consult with your IA-Rep if you have any questions about Donor Advised Fund services. Other Disclosures Trade Errors The Firm attempts to effect transactions promptly, unless market conditions, technology failures, trading volumes or other matters beyond our control preclude us from accurately processing transactions on the order date. Under these circumstances, the Firm will process the transactions as soon as practicable. Should a trade error occur and the error correction results in a gain, the gain will be kept by the Firm. Gains that are captured due to trade errors are placed in the Firm’s general account and may be used at the Firm’s discretion. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of the Firm. If the error correction results in a loss, the amount of the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. MI1611_UMA.SelectPremier 1025 Page 54 of 60  MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the UMA Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the UMA Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/cash-sweep-programs MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge us higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the MI1611_UMA.SelectPremier 1025 Page 55 of 60  amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the UMA programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the UMA Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s Account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. The per trade fee does not apply to High-Volume Trading Models as described in Item 4. MMLIS does not pass this fee on to the client. This presents a conflict of interest because MMLIS has an incentive to limit the number of trades in a client’s Account below the threshold that would lead to NFS charging MMLIS a transaction fee. This conflict MI1611_UMA.SelectPremier 1025 Page 56 of 60  is mitigated with respect to trading outside of third-party Models and SMA Models because the threshold is high relative to average trading volumes. With respect to trading in third-party Models, Strategist UMA Models, and SMA Models, Sub-Managers, not MMLIS or IA-Reps, have discretion over these trades. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements and confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. MMLIS mitigates this conflict when MMLIS is the broker-dealer for the transferring investment through its fee forgiveness program. See “Fee Forgiveness” in Item 4 for additional information about fee forgiveness. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. IRA Rollovers — Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the Program), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer- sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. Additional Information About Envestnet Certain Investment Options are managed or provided by Envestnet or an advisory firm that is an affiliate of Envestnet. In such instances, Envestnet may have an indirect financial incentive to include such Investment Options in the Program. For any Investment Option that Envestnet recommends or selects for the Program, Clients should refer to the prospectus for each mutual fund and ETF, each Sub-Manager Brochure or other applicable disclosure document for an Investment Option. Clients should also refer to the Envestnet Brochure for a description of Envestnet’s due diligence process. Corporate Actions The Firm and its IA-Reps’ responsibility under the Program does not include taking any action or rendering any advice with respect to proxies, consents, waivers or other documents regarding any securities held in client’s Account. To the extent that MMLIS WMIT votes proxies, MMLIS WMIT uses a third-party proxy voting service and complies with the requirements of Rule 206(4)-6. A copy of MMLIS’ proxy voting policy is available upon request. Except with respect to voluntary corporate action notices, the client has the responsibility for responding to proxies, consents, waivers and MI1611_UMA.SelectPremier 1025 Page 57 of 60  other documents with respect to any securities held in a client’s Account. Such notices may be received from NFS or the issuer’s corporate communications service provider. Provided that Envestnet timely receives voluntary corporate action notices, Envestnet will determine on behalf of the client whether the client’s Account will participate in particular voluntary corporate actions. Envestnet will make such determinations in its full discretion, consistent with its policies and procedures. Client should refer to the Envestnet Brochure for additional details on its policies and procedures in this regard. Timeliness of Transactions MMLIS will process transactions unless market conditions, technology failures, trading volumes or other matters beyond the Firm’s control preclude us from accurately processing transactions on the order entry date. In those circumstances, we will process the transactions as soon as practicable. MMLIS has no responsibility for any consequences relating to, either directly or indirectly, any such delays in transactions. Making an Informed Decision The Firm wants its clients to make an informed decision when they purchase products or receive services from the Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. Financial Information The Firm does not require clients who participate in any of the Programs to prepay its fees six months or more in advance. Additionally, the Firm does not have any material financial conditions that would impair its ability to meet its contractual commitments to clients. Clients should review the Envestnet Brochure for any disclosures that Envestnet may be required to make under this Item. MI1611_UMA.SelectPremier 1025 Page 58 of 60  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered MMLIS representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_UMA.SelectPremier 1025 Page 59 of 60  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715. You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_UMA.SelectPremier 1025 Page 60 of 60 

Part 2A of Form ADV: Brochure MassMutual Plan Fiduciary Services Program MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 www.mmlinvestors.com October 6, 2025 This brochure provides information about the qualifications and business practices of MML Investors Services, LLC. If you have any questions about the contents of this brochure, please contact us at 1-800-542-6767. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MML Investors Services, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. MML Investors Services, LLC’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser. Please note that registration does not imply a certain level of skill or training. MI1611_FidServices 1025 Page 1 of 18  ITEM 2. MATERIAL CHANGES This Item discusses material changes, if any, that have been made to this Brochure since it was published on March 28, 2025 and provides clients with a summary of such changes. October 6, 2025 Update: Item 14 was updated to include information regarding SDBA investment options and related conflicts of interest. May 7, 2025 Update: Item 14 was updated to provide information regarding a new strategic sponsorship program and related conflicts of interest. March 28, 2025 Update: Items 4 and 5 were updated to include information and fees regarding a managed account service for retirement plan participants. Updates were made under Item 14 regarding conflicts of interest including for the managed account service. MI1611_FidServices 1025 Page 2 of 18  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. ADVISORY BUSINESS 4 ITEM 5. FEES AND COMPENSATION 6 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 7 ITEM 7. TYPES OF CLIENTS 7 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 7 ITEM 9. DISCIPLINARY INFORMATION 8 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 11 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 12 ITEM 12. BROKERAGE PRACTICES 13 ITEM 13. REVIEW OF ACCOUNTS 14 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 14 ITEM 15. CUSTODY 16 ITEM 16. INVESTMENT DISCRETION 16 ITEM 17. VOTING CLIENT SECURITIES 16 ITEM 18. FINANCIAL INFORMATION 16 IMPORTANT NOTICES TO CLIENTS 17 MI1611_FidServices 1025 Page 3 of 18  ITEM 4 ADVISORY BUSINESS MML Investors Services, LLC (“MMLIS” or the “Firm”) is registered as a broker-dealer and investment adviser. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is MMLIS principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. This brochure relates solely to the MassMutual Plan Fiduciary Services Program (the “Program”). MMLIS provides a variety of other investment advisory services, including asset management programs, money manager programs, generic financial seminars and financial planning and consulting services. These programs and services are discussed in separate brochures. Please contact your MMLIS Investment Adviser Representative (“IA Representative”) for information about these other advisory programs and services or to request a copy of our other disclosure brochures. Under the Program, MMLIS provides investment advisory and other services, including certain fiduciary services under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to plan sponsors and responsible plan fiduciaries (collectively, “Plan Sponsors”) of retirement plans (“Plans”). Certain of the services are provided by IA Representatives of MMLIS. The investment advice and other services provided under the Program are generally limited to investments in investment companies registered under the Investment Company Act of 1940 (e.g., mutual funds), collective investment trusts issued by a bank or trust company, and securities and other insurance products issued by an insurance company. In particular, MMLIS can provide the services described below. The services MMLIS will provide to a particular Plan will be specified in the MassMutual Plan Fiduciary Services Program Agreement (“Agreement”) between MMLIS and the Plan Sponsor. Fiduciary Services In the Program, MMLIS, through a home office team, provides the following services as investment manager fiduciary with discretionary authority under Section 3(38) of ERISA: (i) reviews the investment options (e.g., mutual funds or group annuity subaccounts) available from the plan platform provider (“Provider”) selected by the Plan Sponsor for the Plan, (ii) creates an investment menu consisting of different asset classes and investment options, and (iii) periodically monitors the performance of the investments selected for the investment menu, and directs the Plan’s Provider to add, remove or replace investment options. No investment advice is provided to participants of the Plan with the exception of the Managed Account Service. The investment options that are offered are limited to the investment available through the Provider that the Plan Sponsor selects. The Plan Sponsor is responsible for determining that the investment menu is appropriate based on the demographics and other characteristics of the Plan and its Participants. The Plan Sponsor may only select the investment menu in its entirety and does not have the option to remove or substitute an investment option. Managed Account Service We offer a managed account service that is made available to certain Plans that would like to offer such services to its plan participants. The managed account service is not available to all Plans and depends upon the capabilities of the Plan’s Provider (i.e., recordkeeper). If a Plan elects this service, participants will work with MMLIS and Morningstar Investment Management, LLC (“Morningstar”), who will select their investments from among the Plan’s available investment options, and thereafter manage the participant’s investment selection. Participants receive an investment portfolio that reflects selected investment options considering the participant’s age, retirement timeframe, investment objectives, risk tolerance, overall financial situation, and/or other factors which may be taken into consideration when determining the allocation of assets in the participant’s account. The managed account service does not include advice for, recommend allocations of, or the management of any assets of a participant that are not within the Plan. This managed account service will not include management services for individual stocks, self-directed brokerage accounts, guaranteed certificate funds, employer-directed monies, or in-plan annuities. Participants must allocate their entire MI1611_FidServices 1025 Page 4 of 18  account balance to the managed account service. Participants are under no obligation to use these services and may cancel their participation in the managed account service at any time. For Plan Sponsors working with certain record-keepers such as Voya, MMLIS acts as co-fiduciary to the managed account service with Morningstar. MMLIS acts as a 3(38) fiduciary for portfolio creation and Morningstar acts as a 3(38) fiduciary for portfolio assignment. Participants enrolling or interacting with the managed account service do so through the Morningstar participant website. Account statements are provided to enrolled participants by Morningstar. Morningstar has discretionary authority over allocating the participant’s account, without prior participant approval of each transaction. Enrolled assets in the program will be monitored, rebalanced, and reallocated periodically by Morningstar. Clients should refer to their managed account agreement with Morningstar and MMLIS for additional information. Non-Fiduciary Services MMLIS provides the following non-fiduciary services under ERISA, through its IA Representatives: • Enrollment Services: MMLIS conducts enrollment meetings for employees who are not Plan participants, for the purpose of providing general information and materials about the terms of the Plan, the operation of the Plan, and/or general information about the investment alternatives available under the Plan. • Participant Education: MMLIS conducts investment education meetings for Plan participants for the purpose of providing general information and materials about the terms of the Plan, the operation of the Plan, and/or general information about the investment alternatives available under the Plan. • Education for Plan Sponsors: MMLIS provides education to Plan Sponsors on certain responsibilities and concepts to be aware of when acting as a fiduciary to a retirement plan. The non-fiduciary services do not constitute investment advice under section 3(21) of ERISA and will not cause MMLIS or IA Representatives to be deemed a fiduciary. *  *  * If the Plan specifically elects in the Agreement that MMLIS shall provide management of the investment menu with discretionary authority, MMLIS will have discretionary authority and control for the limited purpose of adding, removing and/or replacing the plan-level investment options available as choices to plan participants. Other than as noted above, MMLIS does not have and does not accept any discretionary authority, responsibility or control with respect to the management or administration of Plans or the investment of their assets under the Program. Other than as detailed in the paragraph above, Responsible Plan fiduciaries other than MMLIS and the IA Representative retain decision-making authority and responsibility and make all decisions with respect to all matters with respect to which MMLIS provides services under the Program. In addition, MMLIS does not provide any advice or other services under the Program to Plan participants. MMLIS does not provide legal, tax, accounting or actuarial advice under the Program, and is not responsible for determining whether its recommendations to Plans comply with (i) any tax qualification, legal, accounting, actuarial or other requirements that apply to the Plan or (ii) the governing documents for the Plan. Clients with tax or legal questions should seek a qualified independent expert. Unless it otherwise agrees in writing, MMLIS will not provide advice or recommendations with respect to (i) Plan investments in employer securities, real estate or any other type of investment that MMLIS may specify from time to time, (ii) self-directed brokerage windows, and (iii) any service or product provided by an affiliate of MMLIS or the IA Representative. The Sponsor, responsible Plan fiduciaries or third parties other than MMLIS and the IA Representative will be solely responsible for such matters. In the Program, MMLIS and IA Representatives may utilize tools and technology from several providers, such as Morningstar or Bloomberg. From time to time, MMLIS or the IA Representatives may make the Plan or Plan participants aware of and may offer services available from MMLIS and/or the IA Representative that are separate and distinct from the services provided under the Program. Such services are not provided as part of the Program. If any such separate services are offered to a client, the client will make an independent assessment of such services. MI1611_FidServices 1025 Page 5 of 18  ITEM 5 FEES AND COMPENSATION The Plan pays MMLIS a fee based on a percentage of Plan assets for the services provided by MMLIS and IA Representatives under the Program. MMLIS’ maximum fee for the services it provides under the Program is 1.05%. The fee includes a MMLIS program fee of 0.05% for the services provided by MMLIS’ home office team and a fee of up to 1.00% for services provided by IA Representatives. The fee paid to MMLIS and its IA Representatives is negotiable from 0.05% to 1.00%, and may be paid: • Directly by the Plan Sponsor on behalf of the Plan via check or ACH payable to MMLIS; • Administered by the product provider/record keeper by debiting the fees directly from Plan participant accounts and remitting the fees to MMLIS; or • Administered by the product provider/record keeper by remitting the fees to MMLIS from the Plan’s Pension Expense Reimbursement Account. The fees earned by MMLIS under the Program are paid in advance or in arrears on a quarterly or monthly basis. The fee is calculated for each billing period based on the Provider’s method of calculating the fee which may be based on market value of Plan assets as of the last day of the billing period or the average daily market value balance during a billing period or other methods as agreed between the Plan Sponsor and Provider. The fees to be paid under the Program are specified in an Agreement entered into by MMLIS and Plan Sponsors. Upon termination of the Agreement, MMLIS’s fee for the billing period in which the effective date of termination occurs will be prorated. If billing is in advance, a final statement will be provided and the unearned prorated fee will be returned shortly following the date of termination. If billing is in arrears, a final billing statement for unbilled work performed prior to termination will be provided shortly following the date of termination. MMLIS pays a portion of the fees it receives under the Agreement to its IA Representatives and to the supervisors who are responsible for supervising the IA Representative. Managed Account Service Participants who elect to use the managed account service will be charged a negotiable fee (“Managed Account Service Fee”) quarterly in arrears based upon the value of their account on the final business day of the quarter up to a maximum of 0.60% per year. The Managed Account Service Fee includes a management fee paid to MMLIS of 0.10%, with additional remaining portions of the fee paid to Morningstar and the recordkeeper. The exact fees applicable to each client account vary by recordkeeper and depending on whether the Managed Account Service is selected as a Qualified Default Investment Alternative by the plan sponsor. The exact fees are indicated on the executed participant agreement. MMLIS receives an annual fee 0.10% from the Managed Account Service *  *  * In addition to the fees associated with the Program, Plans and Plan participants also pay a fee representing the internal and operating expenses, including management fees, for any mutual funds, variable annuity sub-accounts, and any other pooled investments that are included in the account. For certain mutual funds, expenses may include sub-transfer agent, administrative, shareholder servicing or distribution fees, such as 12b-1 fees. Such fees are not paid to MMLIS. In addition to fund-level expenses, some mutual funds assess redemption fees to specific investors upon the short-term redemption of its funds. Depending upon the particular mutual fund, this may include redemptions for rebalancing purposes. Please see the prospectus for the specific mutual fund or variable annuity for detailed information regarding fees. The product issuer, TPA/recordkeeper, trustee or custodian, and/or investment provider(s) may charge Plans and Plan participants additional fees such as recordkeeping or administrative fees. Clients should review the fees charged by the TPA/recordkeeper, trustee or custodian, investment provider(s), the sponsors or issuer of the securities, and MMLIS’s fees to fully understand the total amount of fees to be paid by the client. Clients who redeem, surrender or sell an existing security to fund an account should carefully consider the costs and benefits of the transaction including any tax liability or charges such as brokerage fees, redemption fees or contingent deferred sales charges. In addition, clients may pay charges to the account custodian or broker-dealer for various account MI1611_FidServices 1025 Page 6 of 18  services such as maintenance, termination, and/or wire transfers. Please refer to the disclosure documents of the custodian and/or broker-dealer for additional information. Please refer to Item 12 for additional information related to brokerage practices. Since fees under the Program are negotiable, clients in the Program will pay different fees for the same types of services. A client could buy a mutual fund or other security or investment without utilizing the services provided under the Program. In that case, the client would not receive the benefits provided by the Program. Clients should note that similar advisory services may be available from other investment advisers or other similar firms for similar or lower fees. RMS Easy Plan MMLIS provides the services under the Program in connection with retirement plans subject to ERISA, including but not limited to, multi-employer plans and pooled employer plans. MMLIS serves as an ERISA 3(38) investment manager for the “RMS Easy Plan”, a pooled-employer retirement plan. As noted above, MMLIS receives a program fee of 0.05% for services provided by the MMLIS home office team. MMLIS IA-Reps receive fees for non-fiduciary services provided to employers participating in the RMS Easy Plan. In addition, certain MMLIS representatives receive a marketing support fee from the plan sponsor and/or plan fiduciary of the RMS Easy Plan in exchange for marketing and wholesaling services. The marketing support fee is 10 to 20% of subscription fees paid by employers participating in the RMS Easy Plan, paid quarterly to IA Representative. The marketing support fee gradually increases from 10 to 20%, as the total amount of subscription fees paid by participating employers increases. This marketing fee is in addition to any investment manager fee paid to MMLIS for its services as an ERISA 3(38) investment manager, and any payments to IA Representatives for any non-fiduciary services provided that are described in this brochure. The market support fee therefore is a conflict of interest and incentive for these IA Representatives to recommend employers enroll or participate in the RMS Easy Plan over other available retirement plan options that do not pay such marketing support compensation. ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT This Item is not applicable to the MassMutual Plan Fiduciary Services Program. ITEM 7 TYPES OF CLIENTS The Program is available to Plan Sponsors of participant directed defined contribution plans that are subject to ERISA, as well as non-ERISA plans. In addition to providing investment advisory services to Plan Sponsors under the Program, MMLIS generally provides advice to individuals, high net worth individuals, trusts, estates, endowments and foundations, and business entities. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Investing in securities involves risk of loss that Plan clients should be prepared to bear. Clients may experience loss in the value of their Plan accounts due to market fluctuations. There is no guarantee that a client’s investment objectives will be achieved by participating in the Program. Prior to investing, clients should read carefully a copy of the current prospectus for each security, where a prospectus is available. The prospectus contains information regarding the fees, expenses, investment objectives, investment techniques, and risks of the securities recommended by MMLIS in the Program. The investment returns on a Plan’s account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by MMLIS concerning the benefits of participating in the Program. In general, the investment advice and other services provided under the Program are limited to investments in investment companies registered under the Investment Company Act of 1940 (e.g., mutual funds), collective investment trusts issued by a bank or trust company and securities and other insurance products issued by an insurance company. MI1611_FidServices 1025 Page 7 of 18  MMLIS, however, may from time to time provide investment advice on other securities to the extent such securities are currently available in the Plan. Notwithstanding the foregoing, unless it otherwise agrees in writing, MMLIS will not provide investment advice or recommendations with respect to (i) Plan investments in employer securities, real estate or any other type of investment that MMLIS may specify from time to time, (ii) self-directed brokerage windows, and (iii) any service or product provided by an affiliate of MMLIS or the IA Representative. When providing investment management services to the Plan Sponsor of a participant-directed Plan (e.g., creating, monitoring and maintaining the investment menu), MMLIS seeks to recommend a lineup of funds across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). In deciding what funds to recommend or select, MMLIS analyzes factors such as expense ratio, performance, manager tenure, track record, style consistency and the investment characteristics. Risks Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long-period of time. However, this may not end up being the case. In addition, the client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change, which means a client’s portfolio may be subject to substantial market volatility in short and intermediate term time periods. In addition, a client with a diversified portfolio spread out over various asset classes may not participate in sharp increases in a particular security, industry or market sector. Clients with a diversified asset allocation may not achieve their investment objectives and may lose money. Finally, asset allocation does not account for individual security risks. The data reviewed and considered by MMLIS in providing advice to Plans is based on the historical performance and operation of securities and other investments and such a historical review may not be indicative of future results. Accordingly, clients may face more volatility and losses than would be suggested by the past performance of investments and clients’ risk and return characteristics may end up varying significantly from what is anticipated based on such past performance. The risks detailed above are not a complete list of all risks. ITEM 9 DISCIPLINARY INFORMATION Detailed below are legal or disciplinary events that are material to a client’s or prospective client’s evaluation of MMLIS’s services. The Firm entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1-101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. The Firm entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with the Financial Industry Regulatory Authority (“FINRA”) for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end MI1611_FidServices 1025 Page 8 of 18  sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the MMLIS consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered represen- tatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third-party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the MI1611_FidServices 1025 Page 9 of 18  transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MI1611_FidServices 1025 Page 10 of 18  MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures (WSPs), to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communi- cations among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepart- mental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS MMLIS is a registered broker-dealer and investment adviser doing business in all 50 states, the District of Columbia and the Commonwealth of Puerto Rico. MMLIS’s primary business is assisting clients, other than Plans, in purchasing and selling securities products. These products include: mutual funds, variable annuity contracts, unit investment trusts, direct participation programs, and variable life insurance policies. In addition, MMLIS acts as an introducing broker-dealer for purchases and sales of individual stocks and bonds and other securities. MMLIS spends a majority of its time engaged in broker-dealer activities. MI1611_FidServices 1025 Page 11 of 18  Relationship with Affiliates MMLIS’s management persons, including its directors and executive officers, are registered representatives and/ or associated persons of MMLIS in its capacity as a broker-dealer. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers including MML Investment Advisers, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s registered representatives and IA Representatives are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. When acting as a registered represen- tative or insurance agent or broker, the IA Representative receives compensation for the sale of securities and insurance products. The securities compensation includes sales charges or service fees from the sale of securities. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in these mutual funds. MassMutual Holding LLC is also the sole shareholder of Barings LLC, a registered investment adviser. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in mutual funds advised by Barings LLC. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”), including Barings LLC and MML Distributors, LLC, creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases, there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. This conflict of interest is addressed through clear and prominent disclosure to clients, suitability reviews of recommended securities and other products and through supervision of the registered representatives and IA Representatives. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the cover page of this Brochure. Other Business Relationships MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. This conflict of interest is addressed through clear and prominent disclosure to clients, suitability reviews of recommended securities and other products and through supervision of the registered representatives and IA Representatives. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING MMLIS has adopted a Code of Ethics (“Code”) for its employees, officers, directors and IA Representatives (“Associates”) in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are designed to detect and prevent personal trading activities that are, or might be, an abuse of fiduciary duties or create conflicts of interest. The Code requires that all Associates acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to Associates’ personal securities transactions and establishes general prohibitions. The Code places additional obligations on certain Associates classified as “Access Persons” including the obligation to submit periodic reports to MMLIS regarding their personal securities activities, including initial and annual holdings reports and quarterly transactions reports. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. MI1611_FidServices 1025 Page 12 of 18  The principles set forth in the Code that govern personal investment activities for Associates include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal securities transactions be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to MMLIS and/or its advisory clients. To prevent and detect personal trading violations of the Code, MMLIS reviews the holdings and transaction reports filed by Access Persons. A copy of the Code will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. Outside of the Program, MMLIS may purchase for its own account, U.S. government-backed securities, high grade commercial paper and high grade corporate bonds in accordance with its investment policy, as determined by its Board of Directors. These categories of securities may be recommended by IA Representatives in certain advisory programs other than the Program. Any recommendations are unrelated to the Board of Director’s investment policy. MMLIS and MassMutual invest in mutual funds managed by various fund families. These funds may also be recommended to clients in advisory programs including the Program. Any recommendations are unrelated to MMLIS’ and MassMutual’s decision to purchase such securities. These mutual funds are subject to the same level of due diligence as other mutual funds offered in the advisory programs. MMLIS may recommend the purchase or sale of securities in which it, as investment adviser or broker-dealer, its related persons or any of their respective officers, directors, or employees, directly or indirectly, has a financial position or interest, or of which it buys or sells for itself. Such securities, however, are not sold out of MMLIS inventory. Such transactions may involve trading in securities in a manner inconsistent with the advice given to MMLIS’ clients. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’ Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that MMLIS may recommend for purchase or sale by its clients outside of the Program. In connection with providing these services, MMLIS and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, MMLIS and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should MMLIS or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. ITEM 12 BROKERAGE PRACTICES While MMLIS often effects securities transactions for clients since it is registered as a broker-dealer, MMLIS does not execute securities transactions or serve as the broker-dealer of record with respect to Plan clients under the Program. However, MMLIS will have authority to provide trade instructions to the Plan provider to add, remove or replace the investment options available at the plan level, without prior consultation with, or approval from, the Plan Sponsor. In order to obtain services under the Program, the Plan Sponsor will need to select a Provider. MMLIS limits the Providers available under the Program. Plan clients pay charges to the Provider for various account services such as maintenance, termination, and/or wire transfers. Plan clients should refer to the disclosure documents of the Provider for information on these charges. MI1611_FidServices 1025 Page 13 of 18  ITEM 13 REVIEW OF ACCOUNTS With respect to investment management services for the Plan Sponsor of a participant-directed plan, MMLIS will periodically monitor the performance of the investments selected for the investment menu, and direct the Plan’s Provider to add, remove or replace investment options. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION MMLIS does not receive additional compensation from parties other than the Plan in connection with providing investment advice through the Program. MMLIS may enter into arrangements with, and pay compensation to, third parties (“Solicitors”) who refer prospective clients to MMLIS. Where required by federal or state law, each arrangement will be governed by a written agreement between MMLIS and the Solicitor. Clients who are referred to MMLIS through a Solicitor will be provided with a separate statement disclosing the nature of the referral arrangement including compensation features, and any other document required to be provided under applicable law. The fees that MMLIS pays to Solicitors under these referral arrangements are not passed on to referred clients (i.e., the client is not charged any additional fees or expenses as a result of the referral arrangement) but depending on the circumstances, the existence of such referral arrangements may affect the amount of MMLIS overall fees. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. As previously described, IA Representatives are compensated with a portion of the fee. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA Representatives for their work associated with the Program and other offerings at MMLIS. The compensation schedule is set annually and is generally based on the amount earned by the IA Representatives during the prior calendar year. This creates an incentive for IA Representatives to recommend more investments this year to earn a higher portion of compensation the following year. Fees can also count towards rewards, recognition and trips provided by MMLIS and the IA Representative’s supervisor or other manager. When providing investment management services to Plan Sponsors of a participant-directed Plans, MMLIS can recommend or add a self-directed brokerage (“SDBA”) option to the plan’s investment lineup. IA Representatives and MMLIS can provide investment advisory and/or brokerage services for individual participant SDBA accounts. MMLIS and IA Representatives have a conflict to recommend or select SDBA options to Plan Sponsors and to plan participants as MMLIS and IA Representatives can receive an investment advisory fee for 3(21) or 3(38) services to the plan, fees for non-fiduciary services to the plan, as well as advisory, brokerage, or other fees for individual participant SDBA accounts. This creates a conflict and incentive for MMLIS to recommend SDBA options versus other investments available in the plan. In some cases, product issuers or sponsors provide our registered representatives (who may also be IA Representatives) with business entertainment, expense reimbursement for travel associated with educational or other business meetings, financial assistance in covering the cost of marketing expenses and sales events, and business courtesies, such as branded merchandise. We place reasonable limits on customary gifts and entertainment that our registered representatives may accept. However, the receipt of such gifts, entertainment or payment is a conflict of interest, as the registered representative may be more likely to recommend those products or services. MMLIS recently initiated a “Strategic Partnership” program in which the firm receives payments from record-keepers and other financial services companies. Participating record-keepers and other companies receive additional support from MMLIS, increased access to MMLIS representatives, and conference sponsorship opportunities. For the 2024 year, MMLIS received $20,000 from 17 strategic partners or approximately $340,000 in total in connection with the program. The Strategic Partnership program creates a conflict of interest and incentive for MMLIS and MMLIS representatives (including IA Representatives) to recommend, or select as a 3(38) manager, investments, products and services of record-keepers and other companies that participate in the program over products and services of companies that do not participate in the program. MI1611_FidServices 1025 Page 14 of 18  MMLIS has a recruiting program for experienced IA Representatives that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA Representatives joined MMLIS, provided the IA Representatives remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA Representatives meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, fees and asset levels for MMLIS advisory accounts, and fees for advisory and other services to retirement plans described in this Brochure. This recruiting loan program creates an incentive for participating IA Representatives to recommend services to retirement plan clients described in this Brochure over other services that do not qualify for asset and sales targets of the recruiting loan program. MMLIS offers a loan program that IA Representatives can participate in to obtain funding to purchase another IA Representative’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA Representatives to recommend clients transition assets to MMLIS. Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group or “WMBDG”) receive compensation from the Firm to provide sales support to IA Representatives. The Compensation for Investment Specialists and the WMBDG may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and WMBDG have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts, such as the services described in this brochure, and MMLIS Financial Planning to IA Representatives and/or Clients over other products and services for which they do not receive compensation. Due to compensation received for 3(21) and 3(38) investment manager services, MMLIS representatives have an incentive and conflict of interest to recommend MMLIS investment manager services described herein to plan sponsors over other available options. RMS Easy Plan MMLIS provides the services under the Program in connection with retirement plans subject to ERISA, including but not limited to, multi-employer plans and pooled employer plans. MMLIS serves as an ERISA 3(38) investment manager for the “RMS Easy Plan”, a pooled-employer retirement plan. Through their affiliation with MMLIS, MMLIS representatives have incentive to recommend the RMS Easy Plan over other 3(38) investment manager options. Certain IA Representatives receive a marketing support fee from the plan sponsor and/or plan fiduciary of the RMS Easy Plan in exchange for marketing and wholesaling services. The marketing support fee is an annual fee of 2% of assets in the RMS Easy Plan, paid quarterly to IA Representatives. This marketing fee is in addition to any investment manager fee paid to MMLIS for its services as an ERISA 3(38) investment manager, and any payments to IA Representatives for any non-fiduciary services provided that are described in this brochure. The market support fee therefore is a conflict of interest and incentive for these IA Representatives to recommend employers enroll or participate in the RMS Easy Plan over other available retirement plan options that do not pay such marketing support compensation. Managed Account Service The management fee received by MMLIS for the Managed Account Service creates a conflict of interest and incentive for IA Representatives and MMLIS, when serving as a 3(21) or 3(38) investment manager for the plan to recommend and/or include the Managed Account Service as an available investment option for retirement plans serviced by MMLIS. MI1611_FidServices 1025 Page 15 of 18  ITEM 15 CUSTODY MMLIS does not have custody of client funds or securities in connection with the retirement plan business described herein. The Plan Sponsor is responsible for selecting the custodian and Plan Provider for Plan assets. MMLIS recommends that the Plan Sponsor review the statements and reports received from the custodian and Plan Provider. ITEM 16 INVESTMENT DISCRETION In the Program, the Plan grants discretion and decision-making authority to MMLIS for the limited purpose of adding, removing and/or replacing the plan-level investment options available as choices to plan participants, and for portfolio creation and investment selection for the Managed Account Services. MMLIS will have authority to provide instructions to the Plan Provider to add, remove or replace the investment options available at the plan level, without prior consultation with, or approval from, the Plan Sponsor, and at the participant level for the Managed Account Services. Except as noted above, MMLIS does not have and does not accept any discretionary authority, responsibility or control with respect to the management or administration of Plans or the investment of their assets under the Program. In providing services under the Program, except as noted above, MMLIS acts only in a consulting or advisory capacity. Responsible Plan fiduciaries other than MMLIS and the IA Representative retain decision-making authority and responsibility and make all decisions with respect to all matters with respect to which MMLIS provides services under the Program. ITEM 17 VOTING CLIENT SECURITIES MMLIS does not provide advice or vote with respect to proxies or tender offers that are solicited for securities held by a Plan or provide advice or take any action with respect to any class action or other litigation involving Plan investments or service providers. ITEM 18 FINANCIAL INFORMATION This Item is not applicable to the Program. MI1611_FidServices 1025 Page 16 of 18  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered representative, when he or she leaves MML Investors Services to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_FidServices 1025 Page 17 of 18  Important Privacy Choices MML Investors Services respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715 You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_FidServices 1025 Page 18 of 18 

Third Party Programs Disclosure Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This brochure provides information about the qualifications and business practices of MML Investors Services, LLC. If you have any questions about the contents of this brochure, please contact us at 1-800-542-6767 Option 1, 1. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MML Investors Services, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and a securities broker-dealer registered with the SEC. Please note that registration does not imply a certain level of skill or training. MI1049 MI1611_ThirdParty 1025 Page 1 of 32  ITEM 2. MATERIAL CHANGES Pursuant to SEC rules, this Item summarizes the specific material changes, if any, that have been made to this MML Investors Services, LLC (“MMLIS,” “the Firm,” “we,” “our,” or “us”) Form ADV disclosure brochure (“Firm Brochure”) since the last annual update of the Firm’s Brochure on March 28, 2024. When required or appropriate, we will also provide clients interim summary updates of material changes to this Firm Brochure. Clients may ask for a copy of our current Firm Brochure, which includes all material changes since the previous Firm Brochure, or a summary of material changes to the previous Firm Brochure at any time, without charge by contacting 1-800-542-6767, Option 1. The following is a summary of material changes to this Firm Brochure since the previous annual update of the Firm Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps. Item 5 was updated to include information regarding SDBA investment options and related conflicts of interest. July 22, 2025 Update: Items 4 and 7 were updated to remove references to the Morningstar Managed Portfolio Programs. The accounts in these programs were assigned from Morningstar to AssetMark. Item 4 was also updated to include additional information about the AssetMark Advisory Program, including information about the administrative fee that AssetMark charges MMLIS investment advisers until the assets their clients invest with AssetMark reach a certain threshold, and the conflicts associated with this fee. Item 10 was updated to provide updated information about Investment Specialists and to describe the Wealth Management Business Development Group, both of whom may receive compensation based on product sales for which they provide sales support. Item 10 was also updated to include information about referral agreements with third-party investment adviser firms whose investment advisor representatives and other associated persons have career agent contracts with affiliates of MMLIS and the related conflicts. Item 14 was updated to provide information about a loan program available to certain insurance agents to assist in becoming or remaining a general agent. MI1611_ThirdParty 1025 Page 2 of 32  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. ADVISORY BUSINESS 4 ITEM 5. FEES AND COMPENSATION 9 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 16 ITEM 7. TYPES OF CLIENTS 16 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 17 ITEM 9. DISCIPLINARY INFORMATION 18 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 21 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 24 ITEM 12. BROKERAGE PRACTICES 25 ITEM 13. REVIEW OF ACCOUNTS 26 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 26 ITEM 15. CUSTODY 30 ITEM 16. INVESTMENT DISCRETION 30 ITEM 17. VOTING CLIENT SECURITIES 30 ITEM 18. FINANCIAL INFORMATION 30 IMPORTANT NOTICES TO CLIENTS 31 MI1611_ThirdParty 1025 Page 3 of 32  ITEM 4. ADVISORY BUSINESS Description of Advisory Firm MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. As noted in prior updates to this Brochure, on July 1, 2016, MetLife Securities, Inc. (“MSI”) was acquired by MassMutual. On March 25, 2017, MMLIS and MSI merged its registered broker-dealer and investment advisory businesses into one legal entity. Going forward, advisory and brokerage services previously provided individually by MSI and MMLIS will be collectively provided through MMLIS, the surviving registered investment adviser, as described below. MMLIS, together with other affiliates (see Item 10 – Other Financial Industry Activities and Affiliations — for additional information), provides a wide array of financial products and services to its clients. When appropriate, MMLIS’s representatives may recommend the purchase of one or more such products or services to assist clients in pursuing their savings, insurance, investment or other financial objectives. Typically, the products or services recommended will consist of or include products or services sponsored, issued, sold, distributed, advised, or serviced by MMLIS or its affiliates. In addition to the advisory services described in detail in this Firm Brochure, MMLIS also offers other advisory services. If you want more information about the other advisory services available through MMLIS, ask your MMLIS investment adviser representative (“IA-Rep”). IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can offer certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, and what investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. Overview of the advisory services offered by MMLIS The Firm makes available to you a number of proprietary and nonproprietary investment advisory programs and services. This Firm Brochure provides you with information about the Third Party Programs which include Co-Adviser/Adviser Programs and Solicitor Programs, as defined below, that are available through the Firm and the services the Firm provides in connection with these programs. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or your Firm’s IA-Rep to receive a similar Form ADV disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.gov. Some of these other investment advisory programs have different fee structures and lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. MI1611_ThirdParty 1025 Page 4 of 32  THIRD PARTY PROGRAMS Overview of the Third Party Programs The Firm offers clients the ability to participate in various Third Party Programs. All Third Party Programs described below are sponsored by unaffiliated third party money managers, such as trust companies and investment advisers (“Third Party Advisers”). In determining the appropriateness of a Third Party Program, you should consider the differences between a brokerage and an advisory account. In addition, you should keep in mind the following attributes of the Third Party Program: • You will be provided with ongoing investment advice and asset management services rather than you independently managing an account and using a broker to place trades; • You will pay a fee for participating in an asset management program where assets are placed in an asset allocation model and monitored and/or trade regularly; • Your account will invest in a diversified portfolio rather than a large holding in one security or a small number of securities; and/or • You will be participating in a long-term investment program where short-term investing and market timing is not a strategic goal. For each Third Party Program you choose to apply for, in addition to this Firm Brochure, you will receive from your IA-Rep a Form ADV or alternative disclosure brochure, as applicable, for the Third Party Adviser (“Third Party Brochure”) along with any other disclosures and application forms required by the Third Party Adviser (collectively “Third Party Program Documents”). You should carefully read and understand the Third Party Brochure and the investment management agreement for your selected Third Party Program. These documents contain important information, including, the benefits, features, risks, costs, fees, and charges associated with the Third Party Program, and the various investment options available under the program. You should also review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement, which you should also review. Clients who choose a Solicitor Program will also receive a Solicitor Disclosure Statement from the Solicitor as described below. This Solicitor Disclosure Statement describes the relationship between the Solicitor and the Firm. You should be aware that any description or summary of any particular Third Party Program or Third Party Adviser in this Firm Brochure is provided to you for informational purposes only and is not intended to replace or summarize any information or disclosure in the Third Party Program Documents or the Third Party Brochure. You should only rely on the Third Party Program Documents along with any product prospectus, offering documents or other materials provided by the issuer of the Investment Option(s) when making investment decisions. Unless otherwise noted, any defined term used in a Third Party Program description below applies only to that particular Third Party Program. Your participation in a Third Party Program is also subject to the Third Party Adviser’s discretion and approval. There are two categories of Third Party Programs: a. Co-Adviser/Adviser Programs — the Firm has entered into agreements with various Third Party Advisers as listed below. These programs are available to individuals and institutions and the Firm will act as a co-adviser, or in some instances, sole adviser to you with the Third Party Adviser that is sponsoring the Third Party Program. Depending on the Co-Adviser/Adviser Program, Third Party Advisers may also make available to clients certain unaffiliated investment advisers who, instead of the Third Party Adviser, will manage client assets in the Account. Please see below for a more detailed description. b. Solicitor Programs — the Firm has entered into solicitor agreements with various Third Party Advisers. The Firm refers individuals, business entities and certain fiduciaries to these Third Party Advisers, so that they, if they so choose, can open an investment advisory account (“Account”) under the Third Party Adviser’s Solicitor Program. The Third Party Advisers are solely responsible for establishing and maintaining the Solicitor Programs and for investing client assets MI1611_ThirdParty 1025 Page 5 of 32  in their Accounts. Depending on the Solicitor Program, Third Party Advisers may also make available to clients certain unaffiliated investment advisers who, instead of the Third Party Adviser, will manage client assets in the Account. Total Assets Under Management (AUM) As of December 31, 2024, MMLIS’ assets under management (for all advisory programs, including the Co-Adviser/ Adviser Programs) were: Discretionary $53,121,857,455.85 Non-Discretionary $36,900,111,801.73 Total $90,021,969,257.58 The Firm does not manage assets in the Solicitor Programs. Therefore, the Firm does not have any AUM under the Solicitor Programs. Co-Adviser/Adviser Programs The following is a list of Co-Adviser/Adviser Programs available through the Firm: • SEI PROGRAMS - Mutual Fund Strategies, Distribution Focused Strategies, Managed Account Solutions (please note that as of April 1, 2019, any new account opened in an SEI Program will be a co-adviser account) • ASSETMARK ADVISORY PROGRAM • AMERICAN TRUST WEALTH MANAGEMENT SERVICES PROGRAM • MANNING & NAPIER PROGRAM • ORION PORTFOLIO SOLUTIONS In December 2024, certain Morningstar Investment Services, LLC’s investment management agreements related to the Morningstar Wealth Platform, including those assets invested in the Morningstar Managed Portfolios Programs previously described in this ADV Brochure, were assigned to AssetMark, Inc. (“AssetMark”). At the end of the second quarter of 2025, these accounts transitioned to AssetMark’s Platform and will continue to be managed according to the selected Morningstar portfolio unless you and your IA-Rep select a different investment option. You should consult with your IA-Rep for additional information. MSI previously made other Co-Adviser/Adviser Programs available through the Firm that are closed to new business as of March 27, 2017. These include Buckingham Strategic Partners Advisory Services Programs. Buckingham Strategic Partners was formerly known as Loring Ward. Additional information about these programs is included in this Firm Brochure. MMLIS also has solicitor agreements with AssetMark and Orion Portfolio Solutions (“OPS”). Please see the section titled “Solicitor Programs” below in this Item 4 for general information about Solicitor Programs. Please review AssetMark’s Referral Disclosure Brochure and OPS’s Brinker Legacy Program Brochure for more specific information about AssetMark and OPS and their advisory services. General overview of the services offered by the Third Party Adviser Depending on the Co-Adviser/Adviser Program, the Third Party Adviser does one or more of the following: construct model portfolios (each is a “Portfolio”) with various investment objectives; select and monitor mutual funds, exchange traded funds (“ETFs”), money managers, investment models and/or other securities (“Investment Options”), as permitted, for inclusion in the program; and/or allocate, manage and in some programs rebalance client assets in accordance with the Portfolio selected by the client. The client should review the Third Party Brochure for the client’s chosen Co-Adviser/ Adviser Program for more information about the Third Party Adviser’s role. Following the approval of the client’s application and assuming that the client has met all of the Co- Adviser/Adviser Program’s funding requirements, the Third Party Adviser allocates the client’s funds in accordance with the selected Portfolio. The client should understand that there is no assurance that their investment objectives will be achieved by participating in the Program. MI1611_ThirdParty 1025 Page 6 of 32  Overview of the services offered by the Firm An IA-Rep will work with the client to select an appropriate Co-Adviser/Adviser Program based on a number of factors, including but not limited to the client’s financial needs, preferences and cost. Once a Co-Adviser/Adviser Program has been selected by the client, the IA-Rep will utilize a fact gathering worksheet such as an investor profile questionnaire or client profiling kit, provided by the Third Party Adviser to gather information about the client. This information will be input into investment tools or other software provided by the Third Party Adviser to prepare an investment proposal. The investment proposal includes a recommended Portfolio to the client for the Co- Adviser/Adviser Program. The client may accept or reject the IA-Rep’s recommendation concerning participation in one or more of the Co- Adviser/ Adviser Programs or the IA-Rep’s Portfolio recommendation. The IA-Rep will educate the client about the features, advantages, disadvantages, risks and costs associated with the Co-Adviser/ Adviser Program the client selects. The IA-Rep will also assist the client in completing the application and paperwork required by the Co-Adviser/Adviser Program and initiate the steps necessary for the client to participate therein. The IA-Rep will also answer basic questions regarding the Co-Adviser/Adviser Program. The IA-Rep will forward to the Firm all account opening documentation and information, including any reasonable investment restrictions requested by the client. The Firm will then forward such documentation to the Third Party Adviser for review and approval. The Third Party Adviser is solely responsible for reviewing, accepting or rejecting and observing any reasonable investment restrictions imposed by the client. The Firm will contact clients at least annually to inquire whether anything has changed in the client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed. This annual contact is designed to determine whether the Co-Adviser/Adviser Program(s) and the client’s Portfolio(s) are still appropriate and consistent with the client’s financial circumstances and investment objectives. In addition, if the client has granted the Third Party Adviser investment discretion under an applicable Co-Adviser/ Adviser Program, the client has the ability to add or modify any previously accepted investment restrictions imposed on the Third Party Adviser. The IA-Rep also is available on an ongoing basis to discuss the client’s participation in the Co-Adviser/ Adviser Program(s) or the client’s investments in general. The Firm will forward any updated information it receives from the client to the Third Party Adviser for review and assist the client in making any appropriate changes to the client’s Account, if necessary. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowledgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. The Firm does not serve as a broker-dealer for the client’s Co-Adviser/Adviser Program account, and hence, does not effect trades in connection with the securities held in client’s account. For more information on the roles and responsibilities of the Firm and the Third Party Adviser, please review the investment management agreement (“Program Agreement”) and the Third Party Brochure. MI1611_ThirdParty 1025 Page 7 of 32  Co-Adviser/Adviser Program Termination The Program Agreement will continue in effect until terminated by either the client, the Firm, or the Third Party Adviser. Generally, termination requests must be made in writing to the other party or parties. Clients can terminate an Account by submitting a written request to the Firm. Upon termination by the client, the Third Party Adviser will direct the Custodian to deliver cash and securities held in the client’s program account as instructed by the client. If the client’s account is liquidated as a result of a termination for any reason, proceeds will be payable to the client upon settlement of all transactions in the account. In the event a Co-Adviser/Adviser Program or Account is terminated by the Firm or Third Party Adviser, clients will be notified and will need to contact their Investment Adviser Representative to make other arrangements. Solicitor Programs General overview of the services offered by the Third Party Adviser Depending on the Solicitor Program, the Third Party Adviser provides one or more of the following services: construct model portfolios (each is a “Portfolio”) with various investment objectives; select and monitor mutual funds, ETFs, money managers and/or other securities (“Investment Options”), for inclusion in the Solicitor Program; and/or allocate, manage and in some Solicitor Programs, rebalance client assets in accordance with the Portfolio selected by the client. Following the Third Party Adviser’s approval of the client’s application to open an Account with the Third Party Adviser, such client will be a client of the Third Party Adviser. The Third Party Adviser will allocate the client’s funds in accordance with client’s selected Portfolio, and client’s assets in the account will be managed and monitored by the Third Party Adviser. Overview of the services offered by the Firm An IA-Rep will assist the client in selecting an appropriate Solicitor Program based on a number of factors, including but not limited to the client’s financial needs and condition, preferences and cost. The IA-Rep will provide information about the features, risks and costs associated with participating in a Solicitor Program generally, or a particular Solicitor Program in which the client wishes to participate, and answer any general questions that the client may have about the Solicitor Programs. Once the client has chosen a Solicitor Program, the IA-Rep will utilize a fact gathering worksheet such as investor profile questionnaire or client profiling kit, provided by the Third Party Adviser to gather information about the client. This information will be input into investment tools or other software provided by the Third Party Adviser to prepare an investment proposal. The investment proposal recommends to the client a Portfolio and the applicable Investment Options for the Portfolio for the selected Solicitor Program. Where permitted by the Third Party Adviser, the Firm, through the IA-Rep, may assist the client to make modifications to the recommendations made by the Third Party Adviser through the proposal system. Such modification may include the selection of additional or alternative money managers and/or portfolio strategists to the ones recommended by the Third Party Adviser’s proposal system and the ability to select a different portfolio/investment option that was recommended by the Third Party Adviser’s proposal system. The client will be advised by the IA-Rep if the IA-Rep has the flexibility to offer client such limited service, and client should be aware that such limited services are not offered on behalf of the Third Party Adviser of such Solicitor Program. The client is free to accept or reject the IA-Rep’s recommendation concerning participation in a Solicitor Program or the Portfolio and the Investment Options recommended by the Third Party Adviser through the investment proposal. The IA-Rep will also assist the client in completing the application and any other paperwork required by the Third Party Adviser and provide the client with the Third Party Brochure, for the selected Solicitor Program. The Solicitor will provide the client with a solicitor disclosure statement (“Solicitor Disclosure Statement”), required by the Investment Advisers Act of 1940, as amended, which explains, among other things, the relationship between the Third Party Adviser and the Firm, a description of the services provided by the Firm under the Solicitor Program selected by the client, and material terms of the compensation arrangement among the Third Party Adviser, the Firm and the IA-Rep under the Solicitor Program. MI1611_ThirdParty 1025 Page 8 of 32  The Firm will forward all of the Account application and information, including any reasonable investment restrictions that the client requests to be imposed on the Third Party Adviser with respect to its management of the client’s Account, to the Third Party Adviser for review and approval. The Third Party Adviser is solely responsible for deciding whether to accept the client’s application to participate in its Solicitor Program and for accepting or rejecting and observing any reasonable investment restrictions that the client may impose. Once the Account is opened and depending on the Solicitor Program, either the Firm, through the IA-Rep, or the Third Party Adviser will attempt to contact the client at least annually to discuss client’s participation in the Solicitor Program. This contact is designed to inquire whether anything has changed in the financial circumstances or investment objectives of the client that might affect the manner in which the Account assets should be managed by the Third Party Adviser. If the client had granted the Third Party Adviser with investment discretion under an applicable Solicitor Program, the client will have the ability to add or modify any previously accepted investment restrictions imposed on the Third Party Adviser. The IA-Rep also is available on an ongoing basis to discuss client’s participation in the Solicitor Program. If the Firm is responsible for contacting the client, the Firm through its IA-Rep, will contact the client and will forward any updated information it receives from the client to the Third Party Adviser for review. If the Third Party Adviser is responsible for contacting the client, the client will be notified directly by a representative of the Third Party Adviser. The Firm does not serve as a broker-dealer for client’s Account under the Solicitor Program and does not effect trades in connection with the securities held in the Account. Please refer to the Third Party Program Documents for details on the Account’s custodian and the brokerage arrangement and services associated with the client’s Account. Solicitor Program Termination If a client wishes to close an Account under a Solicitor Program or to terminate the relationship with a Third Party Adviser, client should contact the Third Party Adviser of the selected Solicitor Program and refer to the Third Party Program Documents for the specific Solicitor Program, for all applicable terms and conditions. At any time, clients have the ability to request that the Firm, and the Firm also has the ability to, cease providing clients with Firm services, as described in this Firm Brochure upon written notice to the other party and to the Third Party Adviser. ITEM 5. FEES AND COMPENSATION IA-Reps receive a portion of the compensation paid to MMLIS for the services described in this Brochure. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Third Party Programs and other offerings at MMLIS. The compensation paid to MMLIS and IA-Reps creates an incentive for MMLIS and IA-Reps to recommend the programs described in this Firm Brochure over other types of accounts or services offered by MMLIS and, because the amount of compensation increases as the amount of assets in each account increases, to recommend larger investments in these programs. This incentive applies to both the initial recommendation to open an account in a program and recommendations to make subsequent contributions to such account. When providing investment management services to Plan Sponsors of a participant-directed Plans, MMLIS can recommend or add a self-directed brokerage (“SDBA”) option to the plan’s investment lineup. IA Representatives and MMLIS can provide investment advisory and/or brokerage services for individual participant SDBA accounts. MMLIS and IA Representatives have a conflict to recommend or select SDBA options to Plan Sponsors and to plan participants as MMLIS and IA Representatives can receive an investment advisory fee for 3(21) or 3(38) services to the plan, fees for non-fiduciary services to the plan, as well as advisory, brokerage, or other fees for individual participant SDBA accounts. This creates a conflict and incentive for MMLIS to recommend SDBA options versus other investments available in the plan. As disclosed earlier, the Client Fee includes a negotiable Advisory Fee. If a client uses a Third-Party Manager to manage the Account, the investment management fee can negatively impact the amount that the IA-Rep is able to negotiate as an Advisory Fee. The investment management fee may be waived or negotiated in certain instances. The differences MI1611_ThirdParty 1025 Page 9 of 32  in investment management fees for Third-Party Managers, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend Third-Party Managers with lower, or no fees, if the IA-Rep believes a lower Third-Party Manager fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a Third-Party Manager or to recommend Programs with no Third-Party Managers, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. Co-Adviser/Adviser Programs The specific manner in which advisory fees are charged by the Firm for each Co-Adviser/Adviser Program listed in Item 4 above is established in a written agreement between the client and the Firm. Please refer to the applicable Third Party Brochure and the investment management agreement between the client and the Third Party Adviser for details on how such Third Party Adviser charges fees to the client under the Co-Adviser/Adviser Program. Where the fees charged under any of the Co-Adviser/Adviser Programs are for advisory, execution and other services, clients should understand that such bundled or “wrap” fees may cost more or less than purchasing such services separately, assuming the services can be purchased separately. Additionally, clients may purchase securities without participating in a Co-Adviser/Adviser Program, and therefore, will not have to pay the advisory fee described below. Thus, it may be more cost efficient for clients to purchase the securities outside of the Co-Adviser/Adviser Program. However, clients will not receive the services provided under the Co-Adviser/Adviser Program if they choose to do so. The advisory fee a client pays may be higher than those charged by the Firm for other advisory programs offered through the Firm, or higher than those charged by other sponsors of comparable programs. In addition to the advisory fees described below, the client may incur additional fees and expenses to participate in the Co-Adviser/Adviser Programs. For instance, if the Co-Adviser/Adviser Program invests client assets in securities such as ETFs, mutual funds or closed-end funds, clients will be subject to the fees and expenses of such securities, which are generally established by each fund’s board of directors and are subject to change. These include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Clients should read such securities prospectus, Statement of Additional Information, offering statements and/or other offering documents, if any, for a complete explanation of applicable fees and expenses. The client should review the specific Third Party Brochure for a description of all fees and charges that Third Party Advisers may assess for their respective Co-Adviser/Adviser Programs. As described below, the total fee that a client pays to participate in a Co-Adviser/Adviser Program includes a negotiable MMLIS Fee and other additional fees. The additional fees associated with these Programs can negatively impact the amount that the IA-Rep is able to negotiate for the MMLIS Fee. The differences in these fees among the Programs, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend Programs with lower fees, if the IA-Rep believes lower fees will allow the IA-Rep to negotiate a higher MMLIS Fee. The IA-Rep also has an incentive to forgo the services related to these fees or to recommend Programs without these services, in order to negotiate a higher MMLIS Fee. The ability of the IA-Rep to negotiate a higher MMLIS Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. To the extent that assets used for participation in a Co-Adviser/Adviser Program come from the redemption of non-program investments, the client should consider the cost, if any, of sales charges previously paid or to be paid upon redemption, which would be in addition to the advisory fees on those assets. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor. The following section contains a general description of the compensation received by the Firm and the Third Party Advisers. Please note, where the Firm acts as a co-adviser or adviser, the name of the program is specifically referenced. MI1611_ThirdParty 1025 Page 10 of 32  THE SEI PROGRAMS The following SEI Programs are available through the Firm: Mutual Fund Strategies, Distribution Focused Strategies, and Managed Account Solutions Program (“MAP”). SEI Mutual Fund Strategies and Goals-Based Mutual Fund Strategies Programs The total advisory fee that the client pays to participate in SEI’s Mutual Fund Strategies programs is comprised solely of MMLIS’s advisory fee (“MMLIS Fee”). The MMLIS Fee covers the advisory services that the Firm provides to the client under the SEI Mutual Fund Strategies and Goals-Based Mutual Fund Strategies Programs, pursuant to the agreement between the Firm and the client. The MMLIS Fee is generally between .25% and 1.30% and is negotiable (for accounts open prior to June 10, 2017, the MMLIS Fee is generally between .25% and 2.00% and was negotiable). In the Firm’s sole discretion, the Firm may lower the MMLIS Fee for certain client accounts based on factors including, but not limited to, account size and client’s affiliation with the Firm. SEI does not receive an advisory fee directly from clients who participate in the SEI’s Mutual Fund Strategies programs. Instead, SEI receives management and administrative fees from its proprietary mutual funds comprising the Portfolios based on the assets under management in each mutual fund. The purchase of mutual funds is subject to fees and expenses that are described in each fund’s prospectus and that are in addition to the MMLIS Fee paid to the Firm under the program. These include investment advisory, administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Clients in SEI’s Mutual Fund Strategies programs pay their pro rata share of such fees and expenses. Mutual fund fees are established by each mutual fund’s Board of Directors and are subject to change. SEI MAP and Distribution Focused Strategies Program The total advisory fee that the client pays to participate in the SEI’s MAP and Distribution Focused Strategies Program is comprised of SEI’s fee (“SEI Fee”) and MMLIS’s fee (“MMLIS Fee” and collectively with SEI Fee, the “Program Fee”). The MMLIS Fee covers the advisory services that the Firm provides to the client under the SEI Managed Account and Distribution Focused Strategies Program, pursuant to the agreement between the Firm and the client. The MMLIS Fee is generally between .25% and 1.30% and is negotiable (for accounts open prior to June 10, 2017, the MMLIS Fee is generally between .25% and 1.50% and was negotiable). In MMLIS’s sole discretion, the Firm may lower the MMLIS Fee for certain client accounts based on factors including but not limited to account size and client’s affiliation with the Firm. The SEI Fee includes SEI’s advisory fee, fees for clearing, custody and brokerage-related services for client’s account, and, in the case of MAP, fees for each SEI program manager. The SEI Fee for each program is described in SEI’s Third Party Brochure and is set solely by SEI. All SEI Programs The initial Program Fee is billed directly by SEI Trust, who acts as the custodian (“Custodian”) and is an affiliate of SEI Investments shortly after the end of the calendar quarter. The initial Program Fee is calculated by the Custodian from the date that the account is opened until the end of the calendar quarter. Thereafter, Program Fees are deducted by the Custodian in arrears at the end of each quarter based on the quarter-ending value of the assets as calculated by the Custodian. The Custodian is also responsible for deducting all fees, expenses and/or charges associated with the Account and the securities in the programs, if applicable. SEI will forward the MMLIS Fee to the Firm each quarter. The Firm charges IA-Reps an annual administrative fee for each SEI Program account they open. This fee covers the expenses that the Firm incurs in connection with making the SEI Programs available and for the services that the Firm provides to IA-Reps. The administrative fee is calculated as a percentage of the market value of the client’s SEI Program account. The Firm shares a portion of the MMLIS Fee with the IA-Rep assigned to the client’s SEI Program account. The administrative fee is deducted from the MMLIS Fee before the IA-Rep receives his or her portion. While clients are not billed for this annual administrative fee, it is paid out of a portion of the MMLIS Fee. Therefore, IA-Reps have a financial MI1611_ThirdParty 1025 Page 11 of 32  incentive to charge clients a higher MMLIS Fee in order to cover the administrative fee. The administrative fee does not apply to any SEI Program accounts that were opened through MMLIS prior to March 27, 2017. Clients may make additional contributions or withdraw assets in their accounts in any amount at any time, subject to the usual and customary settlement procedures. If an account is terminated during a quarter, such as by the client making a full withdrawal of program assets, the fees due for advisory services provided from the end of the prior quarter to the day of termination will be assessed prior to the distribution of account assets. There may be other fees and expenses associated with the SEI Programs other than those disclosed in this Firm Brochure. For a more complete description of all fees and charges under the SEI Programs, please read the SEI Disclosure Brochure. ASSETMARK ADVISORY PROGRAM The total advisory fee that the client pays to participate in the AssetMark Advisor Model Program (“AssetMark Advisory Program”), which is only available to clients of a limited number of IA-Reps and clients whose accounts were assigned from Morningstar Investment Services to AssetMark, is comprised of AssetMark’s Platform Fee (“AssetMark Platform Fee”), MMLIS’s advisory fee (“MMLIS Fee), and MMLIS’s administrative fee (“MMLIS Administrative Fee,” and collectively with the AssetMark Platform Fee, the MMLIS Fee and the MMLIS Administrative Fee, the “Program Fee”). The AssetMark Platform Fee provides compensation to AssetMark for maintaining the Platform and pays for the advisory, administrative, custodial and brokerage services provided for the AssetMark Advisory Program Account. In addition, the AssetMark Platform Fee includes the manager fee for any Portfolio or investment model selected for client’s AssetMark Advisory Program Account. The AssetMark Platform Fee, and any other applicable charges are described in AssetMark’s Brochure and the client agreement, and are set solely by AssetMark. AssetMark may also receive management and administration fees, or other fees or revenue sharing payments from proprietary mutual funds or Investment Options, as well as revenue sharing payments from unaffiliated product sponsors of mutual funds, ETFs, Portfolios, investment models or other securities that are available in the AssetMark Advisory Program. Please refer to the AssetMark Brochure for additional information regarding these payments and related conflicts of interest. The MMLIS Fee covers the advisory services that the Firm provides to the client under the AssetMark Advisory Program, which is further described in the client agreement. The MMLIS Fee is generally between 0.0% and 1.30% and is negotiable. The MMLIS Administrative Fee covers expenses that the Firm incurs in connection with the AssetMark Advisory Programs. The MMLIS Administrative Fee is not negotiable, and the fee is calculated as a percentage of the market value of the client’s AssetMark Advisory Program account. The MMLIS Administrative Fee is 0.10% for assets in the account up to $1 million, and 0.02% for assets in the account exceeding $1 million. MMLIS reserves the right to waive the MMLIS Administrative Fee for any accounts in the AssetMark Advisory Program, and in particular can waive the MMLIS Administrative Fee for accounts that were opened with AssetMark through another investment advisory firm, and subsequently transferred to MMLIS. In addition, MMLIS may share all or a portion of the MMLIS Administrative Fee with IA-Reps associated with the AssetMark Advisory Program account. There may be other fees and expenses associated with the AssetMark Advisory Programs other than those disclosed in this Brochure. For a more complete description of all fees and charges under the AssetMark Advisory Program, please refer to the client agreement and/or other account opening documents associated with your AssetMark Advisory Program account. Either Charles Schwab or Pershing Advisor Solutions (“Pershing”) is the custodian for these accounts. The Program Fee is deducted by the Custodian in advance at the beginning of each quarter based on the previous quarter-ending value of the assets as calculated by the Custodian. The Custodian is also responsible for deducting all fees, expenses and/or charges associated with the Account and the securities in the programs, if applicable. AssetMark will forward the MMLIS Fee and MMLIS Administrative Fee to the Firm each quarter. Clients may make additional contributions to, or withdraw assets from their Accounts in any amount at any time, subject to the usual and customary settlement procedures. If an Account is terminated during a quarter, such as by the client making a full withdrawal of program assets, rebates of fees deducted in advance of the quarter will be processed accordingly. MI1611_ThirdParty 1025 Page 12 of 32  AssetMark charges IA-Reps a quarterly administrative fee until the aggregate amount of assets for the clients of an IA-Rep who open an account with AssetMark reach a certain threshold. Clients should be aware that this administrative fee creates a conflict of interest and provides an incentive for IA-Reps to recommend clients open accounts with AssetMark (or invest additional assets in AssetMark accounts) in order to reach this threshold and avoid being charged the administrative fee. AMERICAN TRUST In the American Trust Wealth Management Services Program, (formerly known as Unified Trust prior to its acquisition by EdgeCo Holdings, L.P. and merger into American Trust Company) client fees are charged quarterly in arrears and are based on the account’s average daily balance for the quarter. MMLIS and American Trust may negotiate their respective fees with clients. The maximum annual client fee is 1.95% and includes the “Advisory Fee”, and “Program Fee.” In addition to the maximum annual client fee the American Trust Wealth Management Services program includes an “Execution Fee” for brokerage account transactions of $.02 per share or $7.50 per trade (whichever is greater) on non-mutual fund assets. The Advisory Fee for the American Trust Wealth Management Services Program is negotiable and generally ranges from 0.30% to 1.20% and is paid to MMLIS. The Program Fee is tiered as follows: 0.75% for the portion of the account under $500,000, 0.65% for the next $500,000, and 0.50% on amounts over $1 million. The Program Fee is paid to American Trust. American Trust reserves the right to charge the greater of the Program Fees listed or $500.00. Clients electing to participate in the Unified Income Plan may be assessed an additional 0.10% fee. THE MANNING & NAPIER PROGRAM The following strategies offered by Manning & Napier Advisors, LLC (“Manning & Napier”) are available through one IA-Rep of the Firm: Objectives-Based, Fixed Income, Equity, and Multi-Manager. The total advisory fee that the client pays to participate in the Manning & Napier Program is comprised of Manning & Napier’s fee (“Manning & Napier Fee”), MMLIS’s fee (“MMLIS Fee”), and the Custodian’s fee (“Custodian Fee”) (collectively, the “Program Fee”). The Manning & Napier Fee covers the discretionary portfolio management services that Manning & Napier provides to the client, pursuant to the agreement between Manning & Napier and the client. The Manning & Napier Fee and any other applicable fees and charges are described in Manning & Napier’s Third Party Brochure and is set solely by Manning & Napier. The MMLIS Fee covers the advisory services that the Firm provides to the client under the specific Manning & Napier Program pursuant to the agreements between the Firm and the Client, and the IA-Rep and the Client. The MMLIS Fee under the Manning & Napier Program is negotiable and is generally between .15% and 1.25% and is negotiable. In the Firm’s sole discretion, the Firm may lower the MMLIS Fee for certain client accounts based on factors including but not limited to account size and client’s affiliation with the Firm. The Custodian Fee covers the custody and safekeeping services that the Custodian provides to the client’s account, pursuant to the agreement between Custodian and the client. The Program Fee does not include any fees for clearing and brokerage-related services. The initial Program Fee is billed shortly after the account is opened and debited by the Custodian. The initial Program Fee is calculated from the date that the account is opened until the end of the calendar quarter. Thereafter, Program Fees are deducted by the Custodian in advance for the next calendar quarter based on the value of the assets as calculated by the Custodian at the end of the prior calendar quarter. The Custodian is also responsible for deducting all fees, expenses and/ or charges associated with the Account and the securities in the program, if applicable. Manning & Napier will forward the MMLIS Fee to the Firm each quarter. Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures. If an Account is terminated, Manning & Napier will calculate and refund to clients a pro rata portion of any pre-paid, but unearned fee for the current quarter. The amount refunded to clients will be based on the number of days remaining in the quarter after the date of termination. There are no refunds for partial withdrawals. MI1611_ThirdParty 1025 Page 13 of 32  ORION PORTFOLIO SOLUTIONS Orion Portfolio Solutions (“OPS”) offers the following programs: Strategists and Single Ticker Funds, SMA Manager and High Net Worth, Advisor-Directed (Model or Account Management) and Brinker Discretionary Advisory Services. Strategists and Single Ticker Funds The total advisory fee that the client pays to participate in the Strategists and Single Ticker Funds (“Strategists Accounts”) consists of the MMLIS Fee and the applicable Strategist Fee (the “Advisory Fee”). The MMLIS Fee is specified in your account application or other such fully executed form. The Advisory Fee will be deducted from the account’s cash position, if sufficient cash is available. If there is insufficient cash to cover the fee, the account’s largest position at the time fees are processed will be redeemed. There is also a $75 per sleeve or account (8 sleeves maximum) fee charged annually. This sleeve fee may be waived for certain types of accounts. Strategist Fees will vary and may be distributed among OPS and certain Strategists. Refer to Form ADV Part 2 of the applicable Strategist for fee information. SMA Manager and High Net Worth The total advisory fee that the client pays to participate in the SMA Manager and High Net Worth Program (“SMA Accounts”) consists of the MMLIS Fee and the SMA or High Net Worth Manager fee as specified in the client account agreement (the “Advisory Fee”). The Advisory Fee will be deducted from the account’s cash position, if sufficient cash is available. If there is insufficient cash to cover the fee, the account’s largest position at the time fees are processed will be redeemed. In some cases, a portion of the SMA or High Net Worth Manager fee may be shared with OPS or include an additional administration fee that is paid to Orion. Refer to the applicable SMA or High Net Worth Manager’s latest Form ADV Part 2 for current fee information. Advisor-Directed The total advisory fee that the client pays to participate in the Advisor-Directed program is the MMLIS Fee. The MMLIS fee will be deducted from a designated sweep fund, if applicable, or the account’s cash position at the time fees are processed. Brinker Discretionary Advisory Services Clients in the Brinker Discretionary Advisory Services Program may pay an “all-inclusive” investment advisory wrap fee which covers the investment advisory services provided by Brinker and the portfolio manager(s), custodial services and brokerage commissions (unless a client chooses a per trade ticket charge option on certain municipal securities, mutual funds and ETF trades). Brinker may also pay a part of the advisory fee to solicitors who act as the liaison between the client and Brinker. Generally, Brinker’s fee is deducted from the client’s account but upon the request of the client, Brinker will bill the client separately instead of deducting fees. For all Programs except Brinker Discretionary Advisory Services In addition to the Advisory Fee, clients pay a custodial fee to Schwab for providing custodial and brokerages services on the client’s account and holding the client’s funds and securities. Client’s will also pay administration and account maintenance fees (“Administration Fees”) to Orion. Administration Fees range from 0.10% to 0.35%, but may be lower for certain types of accounts. There may be other fees and expenses associated with an Orion Portfolio Solutions Program other than those disclosed in this Brochure. For a more complete description of fees and charges under the Orion Portfolio Solutions Program, please read the appropriate Disclosure Brochure for the Program. MI1611_ThirdParty 1025 Page 14 of 32  BUCKINGHAM STRATEGIC PARTNERS ADVISORY SERVICES PROGRAMS (CLOSED TO NEW ACCOUNTS) The Firm offers the following programs from Buckingham Strategic Partners Advisory Services: Structured Investing Portfolio Services and Structured Investing Advantage Program. Structured Investing Portfolio Service The total advisory fee that the client pays to participate in the Structured Investing Portfolio Services Program, is comprised of Buckingham Strategic Partners’ fee (“Buckingham Strategic Partners Fee”) and MMLIS’s fee (“MMLIS Fee” and collectively with Buckingham Strategic Partners Fee, the “Program Fee”). The MMLIS Fee covers the advisory services that the Firm provides to the client under the Structured Investing Portfolio Services program, pursuant to the agreement between the Firm and the client. The MMLIS Fee is generally between .25% and 1.10% and is negotiable. In the Firm’s sole discretion, the Firm may lower the MMLIS Fee for certain client accounts based on factors including, but not limited to, account size and client’s affiliation with the Firm. The Buckingham Strategic Partners Fee includes Buckingham Strategic Partners’ advisory fee for advisory related services for the client’s account. The Buckingham Strategic Partners Fee is described in Buckingham Strategic Partners’ Third Party Brochure and is set solely by Buckingham Strategic Partners. Structured Investing Advantage Program The total advisory fee that the client pays to participate in Buckingham Strategic Partners’ Structured Investing Advantage Program is comprised solely of MMLIS’s advisory fee (“MMLIS Fee”). The MMLIS Fee covers the advisory services that the Firm provides to the client under the Structured Investing Portfolio Services Program pursuant to the agreement between the Firm and the client. The MMLIS Fee is generally between .25% and 2.00% and is negotiable. In Firm’s sole discretion, the Firm may lower the MMLIS Fee for certain client accounts based on factors including, but not limited to, account size and client’s affiliation with the Firm. Buckingham Strategic Partners does not charge clients an advisory fee for participating in the Structured Investing Portfolio Services Program. Instead, Buckingham Strategic Partners receives management and administrative fees from its proprietary mutual funds comprising the Portfolios based on the assets under management in each mutual fund. The purchase of mutual funds is subject to fees and expenses that are described in each fund’s prospectus and that are in addition to the MMLIS Fee paid to the Firm under the program. These include investment advisory, administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Clients in this program pay their pro rata share of such fees and expenses. Mutual fund fees are established by each mutual fund’s Board of Directors and are subject to change. For Both Programs Under both Programs, the Buckingham Strategic Partners Fee, if applicable, and MMLIS Fee do not include transaction charges payable to the custodian and/or broker dealer. Clients can review the Structured Investing Custodial Comparison chart with their IA-Rep for the transaction charges associated with each Custodian offered through the programs. The initial Program Fee is billed directly by a third party custodian (“Custodian”) shortly after the account is opened. The initial Program Fee is calculated by the Custodian from the date that the account is opened until the end of the calendar quarter. Thereafter, Program Fees are deducted by the Custodian in advance for the next calendar quarter based on the value of the assets as calculated by the Custodian at the end of the prior calendar quarter. The Custodian is also responsible for deducting all fees, expenses and/or charges associated with the Account and the securities in the programs, if applicable. Buckingham Strategic Partners will forward MMLIS’s Fee to the Firm each quarter. MI1611_ThirdParty 1025 Page 15 of 32  Clients may make additional contributions or withdraw assets from their Account at any time, subject to the usual and customary settlement procedures. If an Account is terminated, the custodian will calculate and refund to clients a pro rata portion of any pre-paid, but unearned fee for the current quarter. The amount refunded to clients will be based on the number of days remaining in the quarter after the date of termination. There are no refunds for partial withdrawals. There may be other fees and expenses associated with the Buckingham Strategic Partners Programs other than those disclosed in this Brochure. For a more complete description of all fees and charges under the Buckingham Strategic Partners Programs, please read the Buckingham Strategic Partners Disclosure Brochure. SOLICITOR PROGRAMS As described in Item 4, the Firm has entered into solicitor agreements with various Third Party Advisers. In addition to the AssetMark Advisory Program described above, the Firm has a solicitor arrangement with AssetMark in which IA-Reps may refer clients to AssetMark. The Firm also has a solicitor arrangement with Brinker Capital Wealth Advisory Services (“Brinker”), which is a subsidiary of Orion Advisor Solutions, Inc., in which IA-Reps may refer clients to Brinker. The Third Party Adviser will pay the Firm a referral fee (“Referral Fee”) if a client opens an Account with the Third Party Adviser and the Firm provides the client with the services described in Item 4 of this Firm Brochure. Prior to, or at the time of, the referral, the Solicitor will provide the client with the Solicitor Disclosure Statement, which discloses the Referral Fee arrangement between the Third Party Adviser and the Firm. The Referral Fee that the Firm receives will vary according to its agreement with each Third Party Adviser. Please refer to the Solicitor Disclosure Statement for a description of the Referral Fee arrangement between the Third Party Adviser and the Firm. The Firm shares a portion of the Referral Fee with the IA-Rep who made the referral and/or provides the services on behalf of the Firm as outlined in Item 4. The portion that the IA-Rep receives is based upon the agreement between the Firm and the IA-Rep. Third Party Advisers may charge clients higher fees when the Third Party Adviser pays a Referral Fee to the Firm. Under the Firm’s solicitor arrangement with AssetMark, AssetMark charges IA-Reps a quarterly administrative fee until the aggregate amount of assets for the clients an IA-Rep refers to AssetMark reach a certain threshold. Clients should be aware that this administrative fee creates a conflict of interest and provides an incentive for IA-Reps to refer clients to AssetMark in order to reach this threshold and avoid being charged the administrative fee. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT The Firm does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client) with respect to any of the programs or advisory services discussed herein. Please refer to Item 6 of the applicable Third Party Brochure and the investment management agreement between the client and the Third Party Adviser to determine if the Third Party Adviser charges performance-based fees under the Third Party Program. ITEM 7. TYPES OF CLIENTS Co-Adviser/Adviser Programs The Firm provides investment advisory services to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments and trusts. The Firm generally requires clients to execute an investment management agreement and complete an application form to participate in any of the Co-Adviser/Adviser Programs. Some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation to open an account. MI1611_ThirdParty 1025 Page 16 of 32  Except for the SEI Programs, AssetMark Advisory Program, and Orion Portfolio Solutions described below, the Firm does not have any minimum contribution or maintenance requirements. Each Third Party Adviser imposes its own account opening and/ or maintenance requirements, including minimum contribution amounts. Generally, Third Party Advisers require a client to complete an application and execute an investment agreement to participate in their Co-Adviser/ Adviser Program. Please refer to Item 7 in the applicable Third Party Brochure and the investment management agreement between the client and the Third Party Adviser for additional information applicable to the Co-Adviser/ Adviser Program selected by the client. SEI Minimum Account Size Requirements The minimum account size for the Managed Account Solutions Program is the greater of $50,000 or the minimum required by the specific investment manager. The minimum account size for the Distribution Focused Strategies is $50,000. Additionally, the custodian may charge a program Account maintenance fee, which is disclosed to the client in the Custody Agreement. SEI and the custodian may each, in its own discretion, waive the minimum Program participation requirement (but not any minimum required by a specific investment manager) or the maintenance fee, respectively. AssetMark Advisory Program Minimum Account Size Requirements For the AssetMark Advisory Program, the minimum account size is generally $10,000 for Mutual Fund Portfolios and $25,000 for ETF Portfolios, but may vary depending on the Investment Option selected for client’s Account. These minimums are described in more detail in the Fees & Minimums Page in the AssetMark Disclosure Brochure. Accounts below the stated minimums may be accepted on an individual basis at the discretion of AssetMark. Orion Portfolio Solutions Minimum Account Size Requirements For the Orion Portfolio Solutions Program, the minimum account size for the High Net Worth Program ranges from $250,000 to $1,000,000, depending on the strategist. Stock/ETF Strategist accounts are subject to a $25,000 minimum account size per sleeve. A full listing of applicable account minimums is available to the client when enrolling in the Orion platform. SOLICITOR PROGRAMS The Firm refers individuals, high net worth individuals, various types of business organizations, pension and profit- sharing plans, charitable institutions, foundations, endowments and trusts to a Third Party Adviser so that they may participate in a Solicitor Program sponsored by the Third Party Adviser. The Firm generally requires the client to complete an application form before referring the client to a Third Party Adviser. The purpose of the application form is not to establish a client relationship with the Firm in connection with the Account under the selected Solicitor Program, as the Account is solely managed by the Third Party Adviser, but it is to assist the IA-Rep and the Firm in providing the services described in Item 4 of this Firm Brochure to the client. Each Third Party Adviser imposes its own Account opening and/ or maintenance requirements, including minimum contribution amounts. Generally, a Third Party Adviser will require the client to complete an application and execute an investment agreement in order to participate in its Solicitor Program. Please refer to Item 7 in the Third Party Brochure and the investment management agreement between the client and the Third Party Adviser for additional information applicable to the selected Solicitor Program. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS The Third Party Programs described in this Firm Brochure are created and maintained solely by Third Party Advisers. Client assets in Third Party Programs are invested solely by such Third Party Advisers based on their proprietary investment strategies and analyses in accordance with the Portfolio selected by the client. Client should carefully MI1611_ThirdParty 1025 Page 17 of 32  review Item 8 of the Third Party Brochure(s) and the investment management agreement(s) between the client and the Third Party Adviser(s) for details about Third Party Adviser’s methods of analysis, investment strategies, risks and other pertinent disclosures applicable to the selected Third Party Program(s). Clients should understand that investing in any one of the Third Party Programs involve risks that clients should be prepared to bear. ITEM 9. DISCIPLINARY INFORMATION The following legal or disciplinary events related to the Firm may be material to your evaluation of whether to receive investment advice from the Firm with respect to a Co-Adviser/Adviser Program or use the services offered by the Firm with respect to a Solicitor Program. Please carefully review Item 9 of the Third Party Brochure for details about Third Party Adviser disciplinary information. MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the Firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of MI1611_ThirdParty 1025 Page 18 of 32  how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in MI1611_ThirdParty 1025 Page 19 of 32  Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures (WSPs), to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure MI1611_ThirdParty 1025 Page 20 of 32  to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered representatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS The Firm is registered with the SEC as an investment adviser and a broker-dealer and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities (including, but not limited to, stocks, bonds, municipal and government securities), and mutual funds to the public. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services to customers, including persons who otherwise participate in one of the Third Party Programs or Solicitor Programs. As a broker- dealer, the Firm effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or other investment products in which the Firm or its officers, directors, employees, RRs or IA-Reps have a financial interest or may themselves purchase or sell. For example, the Firm may recommend that brokerage customers purchase, among other investments, variable annuity or variable life insurance contracts issued by an affiliate. Clients should be aware that the Firm’s and its RRs’ compensation vary by product and by issuer. As noted, the products sold by the Firm as a broker-dealer include products issued by affiliated insurance companies as well as those issued by unaffiliated issuers. Products issued by affiliates of the Firm may pay the Firm and/or its RRs more compensation than products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are RRs and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MI1611_ThirdParty 1025 Page 21 of 32  MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s RRs and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliates or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Affiliated Funds may be available as underlying investments in a Portfolio. When an Affiliated Fund is an underlying investment in a Portfolio, MMLIS and/or one of its affiliates receives a financial benefit. This conflict of interest is mitigated because neither MMLIS nor the IA-Reps select the investments in the Portfolio. MMLIS also addresses this conflict by disclosing it to you. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Clients cannot purchase Invesco common stock as an investment for their Account. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MI1611_ThirdParty 1025 Page 22 of 32  MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation. The referral fee and these incentive programs create a conflict of interest and an incentive for IA-Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Brochure. With respect to the Solicitor Programs described in Item 4 above, the Firm receives a referral fee from Third Party Advisers for introducing the clients to the Third Party Advisers. The compensation that the Firm receives from Third Party Advisers is disclosed in the Solicitor Disclosure Statement that the IA-Rep provides to the clients prior to, or at the time of, the referral. These clients should carefully review the Solicitor Disclosure Statement and the Third Party Brochure prior to hiring the Third Party Adviser. The Firm receives compensation as a result of the client’s participation in a Third Party Program. This compensation may be more or less than what the Firm would earn if the client participated in other advisory programs made available by the Firm, in programs that wrap advisory and execution services together in a single wrap fee, or if client did not participate in an advisory program and paid separately for investment advice, brokerage, and other services. Clients should discuss with the Firm or the IA-Rep the variety of programs and services available through the Firm in order to independently determine which program(s) may be appropriate for their needs. MMLIS has referral agreements with Wealthspire Advisors LLC for investment advisory and financial planning services. Wealthspire Advisors is a subsidiary of NFP Corp. (“NFP”), a financial services holding company. In addition, MMLIS IA-Reps that are eligible to recommend Wealthspire Advisors as a Solicitor Program to clients are receiving operational support from NFP and/or own stock interests in NFP. This NFP relationship and ownership interest creates a conflict of interest and incentive for these MMLIS IA-Reps to recommend Wealthspire Advisors over other Solicitor Programs or other MMLIS advisory programs and offerings. Refer to Wealthspire Advisors’ Form ADV Part 2A or other disclosure document, as applicable, for additional information. MMLIS also has a referral agreement with Magnus Financial Group LLC (referred to herein as “Magnus”). MMLIS is not an affiliate of Magnus. The MMLIS IA-Reps that make referrals to Magnus conduct business under the name “Modus Park Associates.” The IA-Reps are also career agents with MassMutual and MML Insurance Agency, LLC (“MMLIA”), insurance affiliates of MMLIS. Michael Schwartz, an advisory person with Magnus and one of its executive officers, holds a career agent contract with MassMutual and MMLIA. Michael Schwartz receives overrides from the insurance sales of Modus Park Advisors. Refer to Magnus’ Form ADV Part 2A or other disclosure document, as applicable, for additional information. MMLIS has entered into a referral agreement with Catalyst Financial Partners, LLC (“Catalyst”), where MMLIS IA-Reps may refer clients to Catalyst for the provision of advisory services. MMLIS is not an affiliate of Catalyst. David Porter is a minority owner of Catalyst. Mr. Porter is also the Managing Member and a Principal of Baystate Financial Services (“Baystate Financial”), a financial services firm located in Boston, MA affiliated with MMLIS. MMLIS IA-Reps affiliated with Baystate Financial have a conflict of interest and incentive to refer clients to Catalyst over other investment offerings available to them. Mr. Porter’s ownership interest in Catalyst also creates a conflict of interest and incentive for MMLIS IA-Reps not affiliated with Baystate Financial to recommend Catalyst over other investment offerings available to them. In addition, certain MMLIS representatives affiliated with Baystate Financial also have minority ownership interests in Catalyst. These representatives are not permitted to refer any clients to Catalyst and are not involved in investment management activities of Catalyst. MI1611_ThirdParty 1025 Page 23 of 32  MMLIS has other referral agreements, including referral agreements with third-party investment adviser firms whose investment advisor representatives and other associated persons have career agent contracts with MassMutual and MMLIA. The relationship with affiliates creates a conflict of interest and incentive for MMLIS and its IA-Reps to enter into referral arrangements with these third-party investment adviser firms and to refer clients to these firms. The Firm and its affiliates may give advice or take action in performing their duties for other clients or for their own accounts that differs from the advice provided, or in the timing and nature of action taken, with respect to clients in any investment advisory program made available through the Firm. In addition, the Firm and its affiliates may give advice or take action in performing their duties for one client in an investment advisory program that differs from the advice provided, or in the timing and nature of action taken, with respect to another client in the same investment advisory program. While the client is under no obligation to purchase securities, insurance or additional products from, or through, the Firm or its affiliates, if you choose to do so additional compensation will be paid to your IA-Rep in his/her capacity as a registered representative and/or insurance agent as well as to the Firm and/or its affiliates. Such compensation typically takes the form of commissions and other payment streams tied to the sale of products. As a result of such additional compensation being paid for the sale of products or services, a conflict of interest arises as the additional compensation gives the IA-Rep an incentive to recommend products based on the compensation received, rather than on a client’s needs. In addition, your IA-Rep may act as an insurance agent of an affiliated insurance company. He/she may sell securities or insurance products issued, sponsored, advised, underwritten, distributed, or serviced by the Firm or one or more of its affiliates. In such cases, one or more of the Firm’s affiliates is receiving compensation in addition to the commission and/ or other compensation paid to the Firm and your IA-Rep in connection with such securities or insurance products. Thus, your IA-Rep has a conflict of interest when recommending the sale of affiliated securities or insurance products as a registered representative or as an insurance agent. Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts and MMLIS Financial Planning to IA-Reps and/or Clients as potential products over other products and services for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. The Firm wants its clients to make an informed decision when they purchase products or receive services from a Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for the client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. MI1611_ThirdParty 1025 Page 24 of 32  The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm or its IA-Reps may give advice or take action in performing their duties for other clients or for their own accounts that differs from the advice provided, or in the timing and nature of action taken, with respect to clients in the Third Party Programs. In addition, the Firm and its IA-Reps may give advice or take action in performing their duties for one client in the Third Party Program that differs from the advice provided, or in the timing and nature of action taken, with respect to another client in the Third Party Program. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. ITEM 12. BROKERAGE PRACTICES Co-Adviser/Adviser Programs Please refer to Item 12 of the applicable Third Party Brochure to review the Third Party Adviser’s brokerage practices as applicable to the Co-Adviser/Adviser Program that you have selected. The Firm and the IA-Reps do not independently review, screen or appoint custodians for the Co-Adviser/Adviser Programs. However, under certain Co-Advisors/Adviser Programs the IA-Rep may assist and review with the client a list of custodians on the Third Party Adviser’s program platform for the client to select for the client’s account. The client is ultimately responsible for selecting the custodian for the account and will be directing the Third Party Adviser to send all trades through such custodian. Client should be aware that by directing brokerage, the Third Party Adviser may be unable to achieve most favorable execution of client transactions and this practice may cost the client more money. For example, the client may pay higher brokerage commissions because the Third Party Adviser may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices for trades. The Firm does not participate in any soft dollar or directed brokerage MI1611_ThirdParty 1025 Page 25 of 32  arrangements with these custodians, and neither the Firm nor the IA-Rep, receives any compensation from these custodians or the Third Party Adviser for assisting the client with the client’s review. Solicitor Programs Please refer to Item 12 of the applicable Third Party Brochure to review the Third Party Adviser’s brokerage practices as applicable to the Solicitor Program that you have selected. ITEM 13. REVIEW OF ACCOUNTS Co-Adviser/Adviser Programs The Firm or the IA-Rep will contact the client, at least annually, to determine whether anything has changed in the client’s financial circumstances or investment objectives that may affect the manner in which the client’s account should be managed. Additionally, this annual contact is used to determine, where applicable, whether the client wishes to impose new investment restrictions or modify any current investment restrictions on the management of the client’s Co-Adviser/Adviser Program account. Changes conveyed by the client will be forwarded by the Firm to the applicable Third Party Adviser. The Firm and its IA-Reps do not review client accounts established under the Co-Adviser/Adviser Programs. Please refer to the investment management agreement between the Firm and the client for details about the role and responsibility of the Firm and its IA-Reps under each Co-Adviser/Adviser Program. Please refer to Item 13 of the Third Party Brochure to review the applicable Third Party Adviser’s account review obligations and practices. Solicitor Programs The Firm and its IA-Reps do not review Accounts established under Solicitor Programs. Please refer to Item 13 of the Third Party Brochure to review the applicable Third Party Adviser’s Account review obligations and practices. Notwithstanding the foregoing, as noted in Item 4 above, the IA-Rep may attempt to contact the client on an annual basis to arrange a meeting to inquire whether anything has changed in the client’s financial circumstances or investment objectives that might affect the manner in which Account assets should be managed by the Third Party Adviser and/or the Firm for the selected Solicitor Program. This annual consultation will be conducted by the IA-Rep only if authorized by the Third Party Adviser. Please refer to Item 4 above for details. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION The Firm enters into certain agreements with various organizations and associations pursuant to which such entities make available or endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee that the Firm or an affiliate pays. The Firm and its IA-Reps may receive non-cash compensation from Third Party Advisers other than advisory fees. For example, a Third Party Adviser may sponsor its own conferences for training and educational purposes to which certain IA-Reps are invited. In addition to attending these conferences without charge, the Third Party Adviser may also reimburse or pay for the travel and other related expenses incurred by IA-Reps or a Firm branch office in connection with dinners or events for clients and other miscellaneous expenses incurred by IA-Reps. MMLIS has a Strategic Partner Program with certain Third Party Advisers (“Strategic Partners”). Strategic Partners are provided with increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our sales force and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes its Strategic Partners and their products and services in proprietary marketing materials and/or websites, as well as providing links to Strategic Partners’ MI1611_ThirdParty 1025 Page 26 of 32  websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law), and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, Brinker Capital and BNY Mellon made cash payments to MMLIS to participate as a Strategic Partner. Brinker paid $1.8 million, and BNY Mellon paid $500,000. These Strategic Partners are expected to make similar or larger payments in 2025. These additional payments are paid directly to the Firm from the Third Party Advisers’ own assets and therefore do not increase the fees and charges assessed to the client. As a result of these additional payments, the Firm and its IA-Reps have a financial incentive to recommend a Third Party Program offered by Brinker Capital or BNY over other Third Party Programs. MMLIS also has a Conference Partner Program with other Third Party Advisers (“Conference Partners”). Conference Partners contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received $175,000 from Morningstar, and $75,000 LMCG, in connection with the Conference Partner Program. These Conference Partners are expected to make similar or larger payments in 2025. MMLIS also received an annual conference credit of $150,000 from National Financial Services LLC and expects to receive a similar payment in 2025. At Firm sponsored events, these Third Party Advisers generally network with, and provide training to, Representatives. The fee received by the Firm is used in part to offset expenses associated with hosting conferences and is not paid to IA-Reps or other Firm associated persons. While IA-Reps do not receive a portion of this fee, IA-Reps may be more likely to refer clients to such Third Party Advisers because of the education and the exposure they receive on their products and services. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware, however, that the receipt of compensation in connection with the Strategic Partner Program or Conference Partner Program creates a conflict of interest to favor certain programs or services over others when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend programs or services provided by Strategic Partners and Conference Partners over programs and services offered by entities that do not make marketing support payments to MMLIS. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners and Conference Partners, and the basis on which the payments are calculated differs among certain of the Strategic Partners and Conference Partners. Therefore, MMLIS has a financial incentive to favor those Strategic Partners and Conference Partners whose payment structure would result in the most compensation for MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, IA-Reps do not share in the payments received by MMLIS and do not receive differential compensation based on whether Clients’ Accounts invest in the programs or use the services offered by Strategic Partners and Conference Partners. Third Party Advisers are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their programs and services to participate in the Third Party Adviser Program. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s and Conference Partner’s products and services with the Firm’s RRs and IA-Reps. Therefore, these payments create an incentive, and lead to a greater likelihood, for the Firm’s RRs and IA-Reps to make available and recommend a portfolio of a Strategic Partner or a Conference Partner over a Third Party Program. These payments are in addition to the fees received by the Firm from Strategic Partners or Conference Partners as described above. MI1611_ThirdParty 1025 Page 27 of 32  From time to time, certain Third Party Advisers may operate their own marketing and sales support programs to assist qualified IA-Reps in their sales of Solicitor Programs sponsored by such Third Party Advisers. To qualify for a Third Party Adviser’s support program, an IA-Rep must generally refer a predetermined amount of client assets to the Third Party Adviser for investment in its Solicitor Program. Furthermore, the support program may have various tiers, and the tier for which an IA-Rep may qualify is generally based on the amount of client assets that an IA-Rep refers. Depending on the support program, the amount that would qualify an IA-Rep may be based on new assets invested by a client or a client’s total assets under the Third Party Adviser’s management. The types of marketing and sales support that an IA-Rep may be eligible to receive vary from program to program and by tier, if applicable, and they generally include, but are not limited to: enhanced Solicitor Program training for the IA-Rep and his or her staff either in the IA-Rep’s office or at an approved location; access to Third Party Adviser’s staff; enhanced client application processing and handling; business transition services; marketing support; increased discounts on value-added services; research; referral generation and management; prospect support; expense reimbursement for approved customer and internal events; and access to other approved Third Party Adviser sponsored functions. Even though IA-Reps do not receive additional cash compensation directly from Third Party Advisers through a support program, IA-Reps may have an incentive to refer clients to invest in Advisory Programs or Solicitor Programs of Third Party Advisers that sponsor a support program so that they may qualify or requalify for the support program. As of the date of this Firm Brochure, certain IA-Reps have qualified for a support program sponsored by AssetMark, Inc. Clients may contact the Firm to obtain a current list of Third Party Advisers that sponsor a support program for which IA-Reps may qualify. Additionally, clients should ask their IA-Rep whether he or she has qualified for a support program and the identity of the Third Party Adviser that sponsors such a program before investing in a Solicitor Program. The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary, such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are introduced to the Firm through a Solicitor will be provided with a separate disclosure statement, by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest between the Firm and the Solicitor, and whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such referral arrangements may affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the referral arrangement is to refer prospective clients to the Firm or an IA-Rep. The Solicitor may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and/or other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Rep’s manager may also offer rewards, recognition and trips based upon similar criteria. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the programs described in this Firm Brochure), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MI1611_ThirdParty 1025 Page 28 of 32  MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. Therefore, your IA-Rep has an incentive to offer you programs referenced in this Firm Brochure in order to meet these requirements and to recommend that you increase the amount you have invested in such programs. Additionally, your IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Programs referenced in this Firm Brochure, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. MMLIS has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the programs described in this Brochure. This recruiting loan program creates an incentive for participating IA-Reps to recommend programs described in this Brochure over advisory programs or investments that are not included in the asset and sales targets of the recruiting program, to recommend clients retain assets in such programs over other non-qualifying investments, and make additional investments in these programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements whereby employees of Financial Institutions may refer individuals, who may be interested in learning more about the products and services available through the Firm, to IA-Reps. The Firm will share a portion of the compensation earned by the Firm with Financial Institutions for referring individuals who eventually obtained or purchased products and/or services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, any product or services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to the Firm regardless of whether such individuals obtain products or services from the Firm. The compensation paid to Financial Institutions or their employees as described herein will not increase or otherwise affect the fees or charges a customer pays for obtaining products or services from the Firm. Certain UITs make payments to the Firm. These payments are generally disclosed in the applicable trust’s prospectus. These compensation arrangements create an incentive for the Firm or an IA-Rep to recommend these UITs for an Account. IRA Rollovers – Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the programs described in this Firm Brochure), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer-sponsored retirement accounts. There are also certain benefits associated with employer- sponsored retirement accounts that are not available with an IRA account. MI1611_ThirdParty 1025 Page 29 of 32  ITEM 15. CUSTODY The Firm does not maintain custody of client assets under any of the Third Party Programs. Clients may receive quarterly performance reports from the Third Party Adviser and will receive at least quarterly account statements from the unaffiliated broker-dealer, bank or other qualified custodian (each, a “Custodian”) that holds and maintains the clients’ investment assets associated with the Third Party Program respectively. Performance reports are not official account statements of the Third Party Programs, and clients should carefully review all account statements from the Custodian for accuracy and promptly notify the Custodian if any error or irregularities are found. Please refer to Item 16 of the Third Party Brochure and the client’s investment management agreement with the Third Party Adviser for details. To the extent that the Custodian or the Third Party Adviser electronically transmits any client account data to the Firm, the Firm may provide an account transaction report to the client for informational purposes only. Such account transaction report is not a substitute for the Custodian’s official account statement or the Third Party Adviser’s performance report and may not be up to date. Therefore, the Firm’s account transaction report should not be relied upon for making investment or tax decisions. ITEM 16. INVESTMENT DISCRETION The Firm and its IA-Reps do not exercise investment discretion over client assets in any accounts established under any of the Third Party Programs. Please refer to Item 16 (or other applicable section(s)) of the Third Party Brochure and the investment management agreement between the client and the Third Party Adviser for details concerning investment discretion. ITEM 17. VOTING CLIENT SECURITIES The Firm and its IA-Reps have no obligation or authority to take any action or render any advice with respect to proxies, consents, waivers or other documents for a client in any Third Party Program. Please refer to Item 17 of the Third Party Brochure and the investment management agreement between the client and the Third Party Adviser for details on client’s obligation, if any, with respect to voting proxies or corporate actions for the securities held in your account. Contact the applicable Third Party Adviser directly if you have any questions about the proxy voting practices in any Third Party Program. ITEM 18. FINANCIAL INFORMATION The Firm does not require clients who participate in any of the programs described in Item 4 to prepay its fees six months or more in advance. Additionally, the Firm does not exercise any discretionary authority over, or maintain custody of, any client assets under any of the programs described in Item 4. The Firm does not have any material conditions that would impair its ability to meets its contractual commitments to clients. Clients should review the Third Party Brochure for any disclosures that the Third Party Adviser may make under this item. MI1611_ThirdParty 1025 Page 30 of 32  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your MMLIS registered representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_ThirdParty 1025 Page 31 of 32  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at 1-855-520-7715 You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at 1-855-520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_ThirdParty 1025 Page 32 of 32 

MMLIS Wealth Management Services Portfolio Solutions Programs Wrap Fee Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This wrap fee program brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (“MMLIS” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (800) 542-6767 (options 1, 1). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and securities broker-dealer. Please note that registration does not imply a certain level of skill or training. MI1361 MI1611_PortfolioSolutions 1025 Page 1 of 50  ITEM 2. MATERIAL CHANGES The following is a summary of material changes made to this Brochure since the previous annual update of this Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps. June 30, 2025 Update: Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. March 28, 2025 Update: Item 4 was updated to reflect the conflict of interest that an IA-Rep recommending the use of a Strategist, may use a Strategist with a low or no fee, in order to negotiate a higher IA-Rep Fee and that IA-Reps may offer Agency Named Models in which the Strategist Fee is split between the MMLIS Strategist and the agency office. Item 4 was also updated to disclose that: i) cash moved from Protected Cash into a money market security is no longer FDIC-protected, ii) that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, resulting in the client managing the account and iii) that the NFS paper document fee for statements and confirmations will increase from $10 to $20 annually in June 2025. Item 9 was updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 million in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. Item 9 was also updated to disclose the purchase of Envestnet’s parent company by an investment group including fund companies offered on the Envestnet platform. In addition, Item 9 was updated to describe the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. Item 9 was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangements. Lastly, Item 9 was updated to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_PortfolioSolutions 1025 Page 2 of 50  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. SERVICES, FEES AND COMPENSATION 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 23 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 23 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 25 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 25 ITEM 9. ADDITIONAL INFORMATION 25 IMPORTANT NOTICES TO CLIENTS 49 MI1611_PortfolioSolutions 1025 Page 3 of 50  ITEM 4. SERVICES, FEES AND COMPENSATION MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. Overview of the Advisory Services Offered by the Firm This Brochure provides you with information about the Portfolio Solutions Programs (the “Programs”) available through the Firm. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or an investment adviser representative of the Firm (“IA-Rep”) to receive a similar disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.sec.gov. Some of these other investment advisory programs have different fee structures and/or lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can offer certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, or investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. The Portfolio Solutions and Portfolio Solutions Premier Programs The Portfolio Solutions Programs are investment advisory programs that provide clients with access to asset allocation models (“Models”) created and managed by MMLIS home office investment personnel (“MMLIS Wealth Management Investment Team” or “MMLIS WMIT”), certain MMLIS IA-Reps (“MMLIS Strategists”) or third-party investment managers (“Third Party Strategists”, and together with the MMLIS WMIT and MMLIS Strategists, “Strategists”). The Models can consist of mutual funds, exchange-traded funds (ETFs), stocks, and/or fixed income securities. The MMLIS IA-Rep and Client select one Model for each account in the Programs (each an “Account” and collectively “Accounts”). The Portfolio Solutions Program offers pre-constructed Models comprised of mutual funds and/or ETFs. The Portfolio Solutions Premier Program offers pre-constructed Models comprised of mutual funds, ETFs, stocks, and/or fixed income securities. As described above, not all IA-Reps can offer the Portfolio Solutions Program or the Portfolio Solutions Premier Program. In addition, not all IA-Reps can offer all of the Models available in the Portfolio Solutions Programs. Strategists Strategists who will offer models within the Portfolio Solutions and Portfolio Solutions Premier Programs: MMLIS Wealth Management Investment Team — The MMLIS WMIT consists of investment professionals based in the MMLIS home office. The investment professionals of the MMLIS WMIT are not IA-Reps of MMLIS, nor do they provide personalized investment advice to any client or Account in connection with managing WMIT Models offered in the Portfolio Solutions Programs. The MMLIS WMIT offers Active, American Funds Core, Passive ETF, Passive Mutual Fund, MI1611_PortfolioSolutions 1025 Page 4 of 50  Enhanced Income, ActivePassive, ActivePassive with Bitcoin and ActivePassive with Alternatives Models. The Active Models are a suite of strategically asset allocated equity and fixed income portfolios comprised of primarily actively managed, third-party mutual funds and ETFs. The American Funds Core Models are a suite of broadly diversified, strategically asset allocated equity and fixed income portfolios comprised of an American Funds core and a satellite of third-party mutual funds and ETFs. The Passive ETF Models and Passive Mutual Fund Models are suites of strategically asset allocated equity and fixed income portfolios comprised of either third-party passively managed ETFs or passively managed mutual funds. The Enhanced Income Models consist of diversified strategic allocations to income-oriented asset classes and invests in third-party ETFs and mutual funds. The ActivePassive Models are strategically asset allocated equity and fixed income portfolios comprised of third-party passive index funds/ETFs and actively managed mutual funds. The ActivePassive with Bitcoin Models are strategically asset-allocated equity, fixed income, and Bitcoin portfolios comprised of third-party passive index funds/ETFs and actively managed mutual funds. The ActivePassive with Alternatives Models are strategically asset allocated equity, fixed income, and liquid alternatives portfolios comprised of third-party passive and active ETFs and mutual funds. Fortis Lux Asset Management (“FLAM”) — Fortis Lux Asset Management is a marketing name for the MMLIS Strategist team comprised of MMLIS IA-Reps based in New York, NY. Available Models managed by FLAM include standard and tax sensitive models consisting of (i) only mutual funds or (ii) mutual funds, ETFs and/or stocks. Their investment philosophy is based on the importance of employing a structured and disciplined asset allocation that reflects an investor’s risk profile. Using various macroeconomic data and long-term capital markets assumptions they position the portfolios to take advantage of short-term market dislocations through modest tilts. Based on their proprietary research and analysis, FLAM seeks to identify the optimal mix of underlying managers and vehicles for executing the selected asset allocation strategy. PFG Aspire LLC (“PFG Aspire”) — PFG Aspire, LLC is a marketing name for the MMLIS Strategist team comprised of MMLIS IA-Reps based in Plymouth, MN. PFG Aspire portfolios available in the Program are comprised of mutual funds and ETFs, and are constructed based on risk profiles with range-based asset allocation requirements. PFG Aspire uses dynamic asset allocation to manage for the objective of controlling risks without deviating significantly from target asset allocations. There are two suites of portfolios managed by PFG Aspire- models with either a $5,000 minimum initial investment or models with a $750,000 minimum initial investment. The higher minimum models allow for further diversification of holdings. Wealthspire Advisors LLC (“Wealthspire”) — Wealthspire is a SEC registered investment adviser and third-party wealth manager available through the Portfolio Solutions program. There are 10 “Prosperity” models managed by Wealthspire available in the Program which are diversified global asset allocation portfolios designed to address a broad range of objectives including growth of capital, income generation and preservation of capital. Each portfolio strategy includes dedicated investment management, equity, fixed income, and alternatives utilizing mutual funds and ETFs. Please see Item 9 of this Brochure for additional information regarding conflicts of interest relating to Wealthspire Advisors and MMLIS IA-Reps. Additional Information Regarding MMLIS WMIT and MMLIS Strategists If a MMLIS WMIT or MMLIS Strategist Model is selected for client’s Account, a portion of the Client Fee (“Strategist Fee” described further below under Item 4) is paid to MMLIS (including MMLIS Strategists, if applicable) for investment management services. MMLIS therefore receives a higher portion of the Client Fee if Client selects a MMLIS WMIT or MMLIS Strategist Model than if client selects Third Party Strategist Model available in the Programs or in other MMLIS advisory programs. This represents an incentive to recommend Models managed by MMLIS WMIT and MMLIS Strategists over Models managed by Third Party Strategists, or other MMLIS advisory programs or models where MMLIS does not receive a portion of the Strategist Fee. The Firm addresses this conflict of interest through its compensation structure, as MMLIS IA-Reps recommending Models in the Programs do not receive any more or less compensation for recommending a MMLIS WMIT or MMLIS Strategist Model for Client’s Account over Third Party Strategists or unaffiliated money managers available in other MMLIS advisory programs. Please note that all MMLIS Strategists are affiliated with a specific MMLIS branch office and may only be available to MMLIS IA-Reps affiliated with the same MMLIS branch office. Therefore, certain IA-Reps can only recommend the MMLIS Strategist affiliated with their branch office, MMLIS WMIT or a Third Party Strategist in the Programs. MI1611_PortfolioSolutions 1025 Page 5 of 50  The MMLIS Models and MMLIS Strategist Models can be available with different names when they are offered by IA-Reps working out of different agencies. The name of the MMLIS Model and MMLIS Strategist Model can indicate which agency the IA-Rep works out of (“Agency Named Models”). Notwithstanding the use of the agency name, Agency Named Models are created and maintained by the MMLIS WMIT or MMLIS Strategist, as applicable. MMLIS may split the Strategist Fee between the MMLIS Strategist and the agency. This creates an incentive for managers to encourage IA-Reps to recommend and select these models for client accounts. MMLIS addresses this conflict of interest by disclosing it to clients, and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS also addresses this conflict of interest through its compensation structure, as IA-Reps recommending Models in the Program do not receive any more or less compensation for recommending an Agency Named Model for Client’s Account over any other model available in the Program or other MMLIS advisory programs. You should consult with your IA-Rep for additional information about Agency Named Models. Additional Program Information The Firm has engaged Envestnet Portfolio Solutions, Inc. (“Envestnet”) to provide technology and trading services, including research, performance and portfolio management tools, to support administration of the Programs. Each Account will be assigned one of five investment objective classifications (“Investment Objective”) based on client’s risk tolerance, time horizon and other objectives. Each Account’s assigned Investment Objective will determine the maximum equity allocation for the applicable Account. The equity exposure of a client’s Account can decrease significantly and still be consistent with the Investment Objective assigned to that Account. The amount of equity in Client’s Account can exceed dollar value of the target maximum equity for the Investment Objective assigned to the Account so long as the Account does not exceed a maximum equity percentage. If Client’s Account is identified as exceeding the pre-established equity threshold, MMLIS will evaluate Client’s Account on an individual basis to determine if action is required. Envestnet monitors and designates a risk score for each Model based on instruction from MMLIS, which determines which Models are assigned to specific Investment Objectives. MMLIS, in its discretion, may replace a Model selected for client’s Account with a different Model in the Programs managed by the same Strategist, a different Strategist, MMLIS WMIT or a MMLIS Strategist if appropriate and in accordance with the Firm’s role as investment adviser to client’s Account. MMLIS, in its discretion, may also replace a Model selected for client’s Account with a different Model in a different MMLIS advisory program, including replacement with a MMLIS WMIT or MMLIS Strategist Model. This represents a conflict of interest and incentive for MMLIS because MMLIS will retain an increased portion of the Client Fee if a MMLIS WMIT or MMLIS Strategist Model is selected for Client’s Account. MMLIS addresses this conflict through disclosure. The more aggressive models have greater equity exposure, and the more conservative models have greater fixed income exposure. The Models emphasizing balance contain significant portions of both equity and fixed income exposure and generally provide a combination of both capital appreciation and income. There are multiple Models available for each Investment Objective. Please refer to Item 6 for information on how Models are selected for inclusion in the Programs. MMLIS, in its discretion, may modify the assumptions underlying its risk methodologies which could result in changes to the risk scores associated with particular Models. In such an instance, the Models held by an Account may fall outside of the Investment Objective assigned to client’s Account. Any modification to risk scoring classification may trigger the need to make modifications to the Models in client’s Account, the asset allocation of the Account, or to the Investment Objective assigned to client’s Account. Modifications to the investments in a client’s Account may result in tax implications. The Programs may be appropriate for those clients seeking ongoing investment advice. These Programs are not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial professional, or who are not looking for ongoing investment advice. Clients should understand that where MMLIS expressly agrees to act as an adviser, as it does under the Programs, the IA-Rep’s primary role is to provide advice. Where MI1611_PortfolioSolutions 1025 Page 6 of 50  MMLIS acts solely as a broker, its primary role is to execute trades based on client instruction. MMLIS’s obligations are different when it acts as adviser and when it acts as broker. Clients should refer to the Firm’s Form CRS for additional information regarding the differences between advisory and brokerage relationships and discuss further with their IA-Rep, as appropriate. Clients should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as, account monitoring and investment advice). Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets under the Programs by requesting them through the Statement of Investment Selection (“SIS”). See Item 7 below for additional information about investment restrictions. IA-Reps may initiate tax harvesting transactions in certain client Accounts. Clients should discuss any tax harvesting needs with their IA-Rep and consult with their qualified independent tax advisor. MMLIS does not guarantee that any Client’s specific tax objectives will be accomplished. In limited circumstances, the Firm will treat certain assets in a client’s Account as “Unsupervised Assets.” Unsupervised Assets are excluded from the Account’s asset allocation, performance reports, and the calculation of Client’s advisory fees, and are not monitored for purposes of the Portfolio Guidelines or asset allocation and concentration parameters. Unsupervised Assets are excluded from Program account minimums. Unsupervised Assets can be assets that are ineligible for the selected Program that the Firm is permitting a client to hold in Client’s Account, or a client may designate a security as an Unsupervised Asset. Once a security has been designated as an Unsupervised Asset, all of client’s holdings in that particular security or cash investment style position will be designated as an Unsupervised Asset. Because Unsupervised Assets are not included in the calculation of advisory fees, the Firm and IA-Reps have an incentive to recommend to clients that they (and for IA-Reps to use their discretion to) sell Unsupervised Assets and invest the assets in securities that are included in the calculation of advisory fees. Assets that qualify for Fee Forgiveness (as defined below) may not be designated as Unsupervised Assets. As of December 1, 2024, other than cash alternatives (money market funds, certificates of deposit, and treasury bills) that have been designated as Unsupervised Assets, IA-Reps do not have discretion over Unsupervised Assets and may not introduce Unsupervised Assets into the asset allocation for an Account or sell an Unsupervised Asset without a client’s prior approval. IA-Reps will have discretion over cash alternatives that have been designated as Unsupervised Assets and may incorporate these assets into the asset allocation for the Account or sell such assets without a client’s prior approval. Once Unsupervised Assets are incorporated into the asset allocation for an account, they are no longer considered Unsupervised Assets and are included in the calculation of advisory fees and account monitoring. Account Opening Process The IA-Rep will help determine whether a Program is appropriate for the client. The IA-Rep will provide the client account opening documents, disclosures and other documents necessary for the client to make an informed decision about participation in a Program. If the client determines that a Program is appropriate given the client’s needs, the IA-Rep will obtain information about the client’s present investment objectives, risk tolerance and time horizon to determine a risk profile scoring and Investment Objective for client’s Account, and generate an Investment Strategy Proposal (“ISP”) and Statement of Investment Selection (“SIS”). As described below, the ISP and SIS recommend a Model for client’s Account based on the client’s Investment Objective. The IA-Rep will review the information in the ISP and the SIS with the client. The client is ultimately responsible for determining whether to participate in a Program, and whether to accept or reject the recommended Model. Client must approve an ISP and SIS prior to implementation. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions (“Program Agreement”), a separate agreement that governs the relationship among the client and MMLIS and sets forth the parties’ responsibilities and obligations with respect to the client’s Account. The IA-Rep also assists the client in completing any other documents required to open an account with the Firm, including any documents related to the brokerage services provided by MMLIS in connection with a client’s participation MI1611_PortfolioSolutions 1025 Page 7 of 50  in a Program (“Brokerage Agreement”), accepts any inquiry from the client about the selected Program, coordinates the provision of responses to the client, and provides all Account opening documents, disclosures and other necessary documents. In addition to this Brochure, you will receive the Form ADV Disclosure Brochure Supplement for individuals from the MMLIS WMIT or MMLIS Strategist team or the Form ADV Disclosure Brochure of the Third Party Strategist (collectively “Strategist Brochure”), as applicable. You should carefully review this Brochure and the selected Strategist Brochure, since they outline important information about roles and responsibilities under the Programs. You should also review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement, which you should also review. Information about ESG Your IA-Rep may consider ESG-related information (information that relates to environmental, social and governance practices, rankings and/or scores) when recommending investments for your account. The consideration of ESG-related information in the construction of your portfolio is not a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments in your portfolio will be met. Neither MMLIS nor your IA-Rep will manage or monitor your account on an ongoing basis from an ESG-related perspective. While certain holdings in the portfolio may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. The investment objective identified for your account is the primary guiding factor for how your account will be managed. In addition, where your portfolio (or a portion of your portfolio) is invested in a fund or model with an explicit ESG-related objective, the manager of the fund or model (not MMLIS) is responsible for managing your account (or portion of your account) according to the ESG-related objective. You should be aware that screening and selecting strategies and investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that a portfolio that was constructed with the consideration of ESG-related goals may generate lower financial returns than a portfolio that was not constructed with the consideration of ESG factors. For example, funds that incorporate ESG factors into the investment process may limit their exposure to certain types of investments. As a result, an investment in an ESG-focused fund may be less diversified relative to funds with similar strategies that do not have an ESG focus. Any ESG-related information that may be considered by MMLIS and your-IA-Rep when recommending investments is either provided by a third party or based on third-party research. ESG data is qualitative and subjective by nature, may evolve over time, may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate, and may not reflect the beliefs of some investors. It’s important to understand providers of ESG ratings will have differing recommendations, opinions, methodologies, scope and coverage. Neither MMLIS nor your IA-Rep has verified any ESG-related information provided by third parties. Other Services MMLIS Services: The IA-Rep will assist the client in selecting an available Model that corresponds to the Investment Objective of the client’s Account. The asset allocation within the Models may not be modified by either the IA-Rep recommending the Model or the client. The IA-Rep may discuss with the client various factors, including but not limited to client preferences, fees charged by the Strategists, information on Strategists, including their performance, and the account minimum requirements of Models. The client is ultimately responsible for deciding which Model to choose. MMLIS also has ongoing responsibility to advise clients regarding the appropriateness of the Model and the Strategist selected by the client for the Account in light of the client’s objectives, assets, risk tolerance and investment experience MI1611_PortfolioSolutions 1025 Page 8 of 50  as disclosed to MMLIS. When appropriate, the IA-Rep may also assist the client in determining whether the existing Model should be replaced. The IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. The IA-Rep is not responsible for the selection of specific mutual funds, ETFs and/or other securities included in the Models. The applicable Strategist has selected these mutual funds, ETFs and/or other securities by analyzing such securities using its own quantitative and/or qualitative analysis and screening techniques. Only those securities satisfying the applicable Strategist’s criteria are included in the Programs. Only securities that are available through the Firm’s Custodian (defined below) may be selected for a Model. MMLIS selects the Strategists and Models available for the Programs that meet MMLIS’s screening criteria. Please see Item 6 for a description of how the Strategists and Models are selected, monitored and, where applicable, replaced. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowl- edgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. For a description of the ongoing services that the Firm provides under these Programs, please see Item 9 of this Brochure. Envestnet Services: In many instances, Envestnet will provide MMLIS with research or performance information relating to a Model. MMLIS reviews the research and performance information for investment monitoring and ongoing due diligence purposes only. For historic information on performance other than for MMLIS WMIT or MMLIS Strategist Models (as described below), Envestnet receives performance data from Third Party Strategists and/or other sources, such as reporting service providers, but does not independently verify such performance information. In addition, Envestnet is responsible for creating and maintaining the system that generates, among other things, the ISP and SIS used by the Firm and IA-Reps to advise clients. Each Strategist manages the applicable Model and instructs Envestnet as to the transactions to be placed in client’s Account in accordance with the selected Model. Envestnet is responsible for performing administrative and/or trading duties at the discretion of the Strategists via a licensing agreement between Envestnet and MMLIS (for MMLIS WMIT and MMLIS Strategists) or Envestnet and Third Party Strategists. Clients are asked to select a rebalancing frequency at account opening. The rebalancing frequency can range from quarterly, semi-annually, annually, or no rebalance. Envestnet will initiate a rebalance event based on the client’s selection. During a rebalance event, additional shares of certain securities may be purchased in the Account and/or shares of other securities may be sold in order to bring the account into closer alignment to the Model selected for the account. Depending on the parameters selected by the IA-Rep, it is possible that no trades will occur in an Account during the rebalance event. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. A client can elect to not have their Account automatically rebalance during a particular year or turn off the automatic rebalancing feature for their Account. Clients with accounts opened prior to February 17, 2024, can contact their IA-Rep to select a rebalancing frequency for their account. MI1611_PortfolioSolutions 1025 Page 9 of 50  Envestnet Fund Strategist Tax Management Service The fund strategist tax management service, which is available in the Portfolio Solutions program (and not the Portfolio Solutions Premier program), offers clients a solution to (i) help limit long and short-term gains, and/or (ii) attempt to limit their potential tax liabilities. If the fund strategist tax management service is selected by a client, Envestnet will provide discretionary investment advice by evaluating the tax impact of any trades recommended by the Strategist for the Account’s Model. Envestnet may elect to prevent the transaction or make different trades if they would reduce the client’s realized gains and are appropriate based on the client’s indicated tax-sensitivity level. The fund strategist tax management service is designed for taxable investors who are willing to allow a designated level of deviation from their selected portfolios. The use of this service may result in recommendations from Envestnet that differ from those made by MMLIS or the IA-Rep and/or may be inconsistent with the client’s chosen investment model and strategy. This may cause trading, holdings and/or performance of the client’s portfolio to deviate from a portfolio that does not apply this service. Additionally, the use of this service may cause the client’s account risk to differ from the risk profile identified for the client during the proposal process. The fund strategist tax management service is not suitable for all clients, and is not intended to be general tax planning services. It may be appropriate for clients who, for example, own “appreciated securities” (i.e., low cost basis) and want to manage how gains may be realized for selling these securities, who may be subject to the Alternative Minimum Tax, or those clients who specifically accept a deviation from the model to reduce their tax cost. Envestnet relies solely on the tax information provided by the client. To the extent such information is inaccurate or incomplete, the tax strategy developed for the client may be adversely affected. The provision of complete and accurate tax information is the sole responsibility of the client. Clients should consult with their tax and legal advisors regarding their specific situation prior to enrolling in the fund strategist tax management service. Neither MMLIS nor IA-Reps provide tax or legal advice. The minimum Account size for the fund strategist tax management service is $5,000. The annual fee for the fund strategist tax management service is 0.08% of the amount of assets in the Account (with a minimum fee of $40 per year) and is paid to Envestnet. This fee is in addition to the Client Fee (as defined below under “Fees and Charges” of this Item 4). In connection with the fund strategist tax management service, the Firm will permit appreciated securities, including stocks, to be held in a client’s Account if tracking error allows. NFS Services: In order to effectuate trades under a Program, clients must establish a brokerage account through the Firm with National Financial Services LLC (“NFS” or “Custodian”), which will act as clearing firm and custodian for clients’ assets under the Programs. Accordingly, it is expected that trading activity in connection with all of the Programs will be effected through the Firm and cleared by NFS. However, if Envestnet (or a Strategist, if applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including but not limited to net price, a broker other than NFS can be used for execution. In such instances, clients will be subject to fees and charges associated with the transaction that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. NFS will act in its capacity as a clearing firm and perform centralized cashiering, bookkeeping and execution, clearing and settlement functions. NFS will handle the delivery and receipt of securities purchased or sold in clients’ brokerage accounts, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. NFS will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and written confirmations of trades executed through clients’ brokerage accounts. Clients should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. MI1611_PortfolioSolutions 1025 Page 10 of 50  Strategist Services: Each Strategist manages the applicable Model and instructs Envestnet as to the transactions to be placed in client’s Account in accordance with each selected Model. If the value of the mutual funds, ETFs and/or other securities in client’s Account results in the Account deviating from the guidelines applicable to the Model selected for such Account, then the client’s Account will be rebalanced to align the Account with the guidelines applicable to such Model. The Strategist will instruct Envestnet to purchase additional shares of certain mutual funds, ETFs and/or other securities and sell shares of other mutual funds, ETFs and/or other securities in order to achieve this objective. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. In the Program Agreement, you authorize the Strategist that provides a Model, or implements its investment decisions directly for a Model selected for your Account to exercise discretion by selecting the securities to be held by a Model, delivering such Model to Envestnet, which Envestnet will implement, and managing the Model on an ongoing basis by directing Envestnet to buy or sell securities for the Model. Additional Information MMLIS Sweep Program MMLIS provides “cash sweep” programs (each, a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the Portfolio Solutions Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the Portfolio Solutions Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. MI1611_PortfolioSolutions 1025 Page 11 of 50  Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the Portfolio Solutions programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. MI1611_PortfolioSolutions 1025 Page 12 of 50  Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the Portfolio Solutions Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. Mutual Funds Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other share classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available in a Program. In addition, only the mutual fund share classes that are available on NFS’ platform are available in a Program. MMLIS will from time-to-time request that NFS add certain lower cost mutual fund share classes to its platform, as they are made available by particular mutual funds, if not already available on the platform. While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. The mutual funds and mutual fund share classes that are included in the Models are selected by the Strategists, not MMLIS or the IA-Reps. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. However, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Clients should contact their IA-Rep for more information about share classes and share class eligibility. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’s NTF or iNTF programs (no transaction fee) or TF (transaction fee) programs, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’s platform, and one share class of a mutual fund can be part of the NTF program while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s Account is invested in certain mutual funds, as NFS shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the Programs that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. MI1611_PortfolioSolutions 1025 Page 13 of 50  Mutual fund share classes that are part of NFS’s NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the Programs regardless of whether the share classes are in NFS’s NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS, the MMLIS WMIT and MMLIS Strategists. Specifically, MMLIS, the MMLIS WMIT and MMLIS Strategists have an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if these mutual fund share classes are more expensive for clients. MMLIS, the MMLIS WMIT and MMLIS Strategists have a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s Account for any revenue share payments MMLIS receives in connection with client’s Account. These conflicts are mitigated in several ways. The MMLIS WMIT, IA-Reps, including IA-Reps comprising MMLIS Strategist teams, do not receive any of the revenue share payments that NFS pays to MMLIS, and the MMLIS WMIT, MMLIS Strategists and IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes they select for their Models or recommend to clients. MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in Accounts in the Programs, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS, MMLIS WMIT and MMLIS Strategists have an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS also has an incentive to maintain client assets in the Programs in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s Account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such Account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s Account. These conflicts are mitigated in several ways. The MMLIS WMIT and IA-Reps, including IA-Reps comprising MMLIS Strategist teams, do not receive any benefit if MMLIS pays lower fees to NFS and IA-Reps do not receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. Securities Backed Lending Programs The Firm contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their Account as collateral and must enter into an SBL agreement directly with the financial institution providing the SBL (the “Loan Provider”). Client should fully understand the following before using assets in an Account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for MMLIS and IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program. MI1611_PortfolioSolutions 1025 Page 14 of 50  • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The Firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative SBL provider, maintain loan balances for longer periods of time and increase the draw down amount of a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. • The client will not be permitted to withdraw any of the assets in the Account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the Client Fee and other fees charged to the client’s Account for services provided under a Program. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the Account to meet the SBL requirements. • The Loan Provider can sell (or direct the Firm to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an Account are liquidated or sold to meet a call. Forced liquidation of assets in an Account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the Account and the ability of the Firm to manage the Account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither the Firm nor the Firm’s IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an Account to meet an SBL demand or call. • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 9 – “Additional Compensation Related to Advisory Activities and Referral Arrangements” for information about the Conference Partner Program and associated conflicts of interest. Cash Management Features MMLIS makes available three cash management features for client Accounts: Dollar-Cost Averaging (DCA), Protected Cash and Pending Distribution. If you or your IA-Rep designate cash in your Account to one of these features, such amount will be removed from your Account’s asset allocation. Any amounts designated to DCA or Protected Cash will be charged a negotiable annual fee ranging from 0.06% to 0.36%. Any amounts designated to Pending Distributions will be charged the Client Fee. DCA is an investment technique in which a fixed dollar amount will be invested into your Account’s asset allocation on a periodic schedule. The Protected Cash feature may be used to remove an amount from your Account’s allocation and hold such amount as cash for a certain period of time. The Pending Distribution feature is generally used to set aside cash for expected withdrawals. Any amounts designated as DCA, Protected Cash or Pending Distribution will utilize the designated sweep option for your account’s Program. Since MMLIS earns revenue on sweep options, MMLIS and your IA-Rep have a conflict of interest to recommend use of the DCA, Protected Cash and Pending Distribution features. Please refer to the section titled “MMLIS Sweep Program” for more information regarding conflicts of interest associated with the designated sweep option for your account. MI1611_PortfolioSolutions 1025 Page 15 of 50  If client assets have been held in Protected Cash for a prolonged period of time (as determined by the Firm), the Firm will have the ability to purchase a money market security with such assets and the money market security will be held as an Unsupervised Asset. Cash that has been moved from Protected Cash to a money market security is no longer FDIC-protected. If a client wishes to hold more assets in their Account in cash or cash alternatives than is consistent with the Account’s concentration parameters, clients can request for these assets to be designated as Unsupervised Assets. Since cash and cash alternatives are not included in the calculation of the fee MMLIS pays to NFS, MMLIS and IA-Reps have an incentive to recommend use of the DCA, Protected Cash and Pending Distribution features and to recommend that clients designate (or use their discretion to designate) assets held in cash or cash alternatives as Unsupervised Assets. Please refer to the section above in this Item 4 entitled “MMLIS Fee to NFS” for additional information about this conflict of interest. Please also refer to the section below in this Item 4 entitled “Fees and Charges – Overview” for information about the Execution, Clearing and Custody Fee and conflicts related to the difference between the amount of this fee and the amount of the fee that MMLIS pays to NFS. Fees and Charges Overview Clients will pay a single annual fee to MMLIS, the “Client Fee,” for the services provided under the selected Program. The services include the brokerage and advisory services provided by the Firm and the IA-Rep, the technology and trading services provided by Envestnet, the advisory services provided by Strategists, the brokerage services involved in purchasing and selling the securities in a client’s Account, and the custodial and clearing services provided by NFS. The Client Fee will be paid to MMLIS in advance, on a monthly basis. The Client Fee includes an Execution, Clearing and Custody Fee of 0.06%, a negotiable Advisory Fee up to a maximum of 1.54%, and any applicable fees to Strategists. The fee rates for the Execution, Clearing and Custody Fee and the Advisory Fee are assessed against all assets that are invested in a client’s Account (other than Unsupervised Assets) including any portion of the assets maintained in cash or other short-term investments. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS will receive from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. Reps do not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase your investment in your advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives, that are excluded from the calculation of certain fees MMLIS pays to NFS. The Advisory Fee can include breakpoints in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee), or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). Information about the Client Fee and the breakpoint schedule for a specific client is provided in the SIS. IA-Reps have an incentive not to include breakpoints in the Advisory Fee as the rate of the Advisory Fee will decrease as the assets in a client’s Account increase. MI1611_PortfolioSolutions 1025 Page 16 of 50  The Advisory Fee is paid to MMLIS. MMLIS will pay a portion of the Advisory Fee to the IA-Rep after application of the compensation schedule and Administrative Assessment described below under “Additional Information about the Advisory Fee.” Assets that have been designated to the DCA or Protected Cash features will have a different fee schedule, as described above in “Cash Management Features.” Strategist Fees A portion of the Client Fee is paid to MMLIS (including the MMLIS Strategist if applicable) or Third Party Strategist (“Strategist Fee”) for the cost of managing the Model within the Account and assessed on the overall percentage of assets managed by the Strategist. In addition, a portion of the Strategist Fee for Third Party Strategists includes additional compensation retained by Envestnet for providing support to the Strategist and/or for trading services (not applicable to MMLIS Strategists). Strategist Fees range from 0.05% to 0.47%. If selecting a Model managed by MMLIS WMIT or a MMLIS Strategist, please refer to the fact sheet or other materials provided by your IA-Rep for applicable fees associated with such Model, including whether any breakpoints apply. If selecting a Third Party Strategists, please see each applicable Strategist Brochure for additional information about the fees for such Model, including whether any breakpoints apply. As disclosed earlier, the Client Fee includes a negotiable Advisory Fee up to a maximum of 1.54%, When a client uses a Strategist to manage a model in the Account, Strategist Fee can negatively impact the amount that the IA-Rep is able to negotiate as an Advisory Fee. The Strategist Fee may be waived or negotiated in certain instances. The differences in Strategist Fees, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend Strategists with lower, or no fees, if the IA-Rep believes a lower Strategist Fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a Strategist or to recommend Programs with no Strategists, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. As described in this Brochure, there are additional services and account features that can be added to your account, some of which will increase the fees charged to your account (such as the tax management service), and some of which may increase or decrease the fees charged to your account depending on your Account’s Advisory Fee (such as DCA or Protected Cash). These fees create a conflict of interest as they provide a financial incentive for an IA-Rep to refrain from recommending or selecting these services and account features for a Client’s Account if the IA-Rep believes the presence of these fees will prevent the IA-Rep from negotiating a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. Other Information about the Client Fee Clients may purchase the same or similar securities without paying the Client Fee or may pay less than the Client Fee if such securities were purchased outside of the Programs. Thus, in some cases, it may be more cost efficient for clients to purchase securities outside of the Programs. However, clients will not receive the services provided under the selected Program if they choose to do so. The Client Fee a client pays may be higher than those charged by the Firm for other advisory programs offered through the Firm, or higher than those charged by other sponsors of comparable programs. Fees charged for similar services often vary by MMLIS branch office or locations and by IA-Rep. Certain IA-Reps provide comparable services for fees that are different from those charged by other IA-Reps, and some IA-Reps charge higher fees than other IA-Reps for similar services. The Firm reserves the right to reduce the Client Fee for employees, associated persons, agents, or independent contractors of the Firm or its affiliates and their immediate family members or for any other person for any other reason at its discretion. MI1611_PortfolioSolutions 1025 Page 17 of 50  The Client Fee will be calculated in accordance with the Program Agreement. The Custodian is responsible for deducting the Client Fee from client’s Account in accordance with the Program Agreement. The mutual funds are “no load” or “load” waived mutual funds, meaning the sales charges associated with mutual funds will not be charged to client. The Client Fee creates an incentive for MMLIS and IA-Reps to recommend the Programs over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS and, because the amount of each of the Firm Fee and Advisory Fee increases as the amount of assets in the account increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommen- dations to make subsequent contributions to such account. Third-Party Advisory Programs are advisory programs for which a client enters into an investment advisory agreement with an investment adviser other than MMLIS and a broker-dealer other than MMLIS acts as the introducing broker-dealer. Fees associated with the Programs are assessed on all assets in the client’s account (other than Unsupervised Assets) including any assets maintained in money market funds, cash or cash alternatives. Additional Client Fees Each client Account is subject to an annual fee of $20, which is charged at the end of June, unless the Account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 9 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client Accounts are subject to the following brokerage account termination fees (the “Termination Fees”): • Retirement Accounts — $125 • All Other Accounts (if transferred to a different firm) — $50 Termination Fees are deducted from the Account at termination. The Client Fee does not include Termination Fees. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. If NFS charges a recurring annual fee for any Unsupervised Assets in Accounts within the Programs (such as alternative investments), these fees will be paid by the client and are in addition to the Client Fee. Clients will sign a separate agreement with NFS describing these fees if such investments are going to be included in the Account. Additional Information about the Advisory Fee As previously described, IA-Reps are compensated with a portion of the Advisory Fee. The final net compensation received by the IA-Rep is subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule varies monthly based on the IA-Rep’s earnings in the previous twelve months. The compensation schedule is also impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly known as MassMutual Trust Company) (“Trust Accounts”). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Programs) and Trust Accounts. It also creates an incentive for IA-Reps to favor proprietary advisory programs over other advisory programs. Finally, if an IA-Rep is also MI1611_PortfolioSolutions 1025 Page 18 of 50  a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MMLIS incurs various administrative costs associated with offering the Programs. MMLIS keeps and utilizes a portion of the Advisory Fee (an “Administrative Assessment”) to pay for such administrative costs. MMLIS utilizes a fee schedule to determine the amount of the Administrative Assessment and the amount of the Advisory Fee that will be paid to the IA-Rep. The Firm has an incentive program where MMLIS will pay an IA-Rep a larger portion of the Advisory Fee and keep less of the Advisory Fee to cover its administrative costs based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and Trust Accounts. The IA-Rep is not entitled to any portion of the Advisory Fee other than that portion determined by MMLIS in its sole discretion after application of the compensation schedule and Administrative Assessment. These incentive programs create a conflict of interest and an incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over Third-Party Advisory Programs and other types of accounts or services. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. In addition, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, these incentive programs do not take into account how the assets in an advisory program are invested or which Strategist or Model is recommended by the IA-Rep. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s Account is invested in cash or cash alternatives. IA-Reps on MMLIS Strategist teams are not eligible to include assets in the Programs for purposes of the incentive program. In addition, pursuant to this incentive program, certain IA-Reps are paid almost all of the Advisory Fee. MMLIS does not utilize an Administrative Assessment for the products and services it offers other than for the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS. The Administrative Assessment creates an incentive for MMLIS to recommend these advisory programs (including the Programs) to clients over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. Breakpoints and Account Aggregation When negotiating client account fees, IA-Reps may consider the amount of assets an IA-Rep manages for a client (or group of clients) across one or multiple accounts. An IA-Rep can include breakpoints in the Advisory Fee in one of two ways. Either a lower fee will apply to assets in a client’s Account that are above a certain amount (a tiered Advisory Fee) or a lower fee will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). In connection with negotiating client account fees, a client can request that MI1611_PortfolioSolutions 1025 Page 19 of 50  the IA-Rep “household” or combine multiple eligible client accounts together for purposes of calculating the Advisory Fee. Fee householding can result in lower overall fees if the aggregate household value is high enough to qualify for lower fee breakpoints. It is the client’s responsibility to inform their IA-Rep about accounts that could be aggregated for purposes of calculating the Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client account in the client’s “household” for any reason, at any time, in their sole discretion. Special tax rules may limit the ability to include qualified retirement account assets in a “household” for purposes of lowering Advisory Fees. Clients should consult with their tax advisor as improper aggregation can result in tax penalties for a client. Clients should review their accounts and inform their IA-Reps or MMLIS if a client believes their retirement account is being improperly aggregated. IA-Reps have an incentive not to include breakpoints in the Advisory Fee (or to household accounts for purposes of calculating the Advisory Fee) as the rate of the Advisory Fee will decrease as the assets in a client’s Account (or household accounts) increase. Accounts will not be aggregated for purposes of calculating Strategist Fees even if a client would qualify for a breakpoint in a Strategist Fee if client’s accounts were aggregated. IA-Reps have different practices for negotiating client account fees and there is no guarantee that the fee schedule for your account will include breakpoints or that your account will be aggregated with other accounts for the purpose of calculating the Advisory Fee for your account. Moreover, the Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Advisory Fee will vary among IA-Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. Other Fees and Expenses The Client Fee does not include certain other fees and charges such as any fees imposed by the SEC, fees resulting from any special requests client may have, fees or commissions for securities transactions (including without limitation dealer mark-ups or mark-downs) that are not executed through MMLIS and cleared by the Custodian, or costs associated with temporary investment of client funds in a money market account. In addition, when applicable, NFS charges additional miscellaneous fees (including, but not limited to, ACAT fees, international trading, international taxes and custody fees). Fees will not be charged on the basis of a share of capital gains or capital appreciation of a client’s funds or any portion of a client’s funds. Other costs that are charged to the client, when applicable, and that are not part of the Client Fee include spreads paid to market-makers, exchange fees, and other fees and charges customary to securities brokerage accounts. The Client Fee also does not include the internal management, operating or distribution fees or expenses imposed or incurred by a mutual fund or ETF held in a client’ Account. If a client’s assets are invested in any mutual funds, ETFs, or pooled investment vehicles, in addition to the Client Fee, client will incur the internal management and operating fees and expenses, which may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client’s assets) and other fees and expenses that may be assessed by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Further information regarding charges and fees assessed are discussed in the appropriate prospectus, annual report and/or custodial agreement applicable to the corresponding investment vehicle (“Disclosure Documents”). Clients should review the Disclosure Documents of the mutual funds and ETFs held in their Account. As indicated above, the Firm also serves as the broker-dealer for client Accounts under the Programs. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. This compensation to the Firm from such mutual funds is in addition to the advisory and other fees the Firm receives under the Programs. This compensation creates a financial incentive for the Firm to recommend for clients to invest in mutual funds that pay 12b-1 fees. This conflict is mitigated because the Strategists (and not MMLIS or the IA-Reps) select the mutual funds or mutual fund share classes for the Models. In addition, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Further information regarding these fees and other charges assessed by mutual funds may be found in the applicable mutual fund prospectus. MI1611_PortfolioSolutions 1025 Page 20 of 50  In order to effectuate trades under the Programs, clients need to establish a brokerage account through the Firm with the Custodian, which will act as clearing firm and custodian for clients’ assets under the selected Program. Accordingly, it is expected that Envestnet will place transactions for the purchase and/or sale of securities and other investments for client’s Accounts through MMLIS which will be cleared by the Custodian. However, if Envestnet (or a Strategist, where applicable) reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including the net price, a broker other than the Custodian can be used for execution. In such instances, clients will be subject to transaction costs and fees that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. Please see the Envestnet Brochure (or the Strategist Brochure, where applicable) for information on how trades are sent or directed to the Custodian or other broker-dealers. Clients should also review MMLIS’s Step-Out Trading Disclosure which includes additional information and a list of the Strategists that engage in step-out trading (available at https://compass. massmutual.com/api/public/assets/file/blt1880b584f0844a72). When possible, Envestnet may aggregate transactions from different client accounts to improve the quality of the execution. When transactions are aggregated, the actual prices applicable to the aggregated transaction will be averaged, and the account will be deemed to have purchased and sold its proportionate share of the securities involved at the average price obtained. When trades are not aggregated, clients will not receive the benefit of lower transaction per share costs that often occur as the result of aggregating trades. Trustees may also charge retirement accounts subject to Title 1 of ERISA (ERISA Accounts) additional fees. Payment of Fees and Expenses Upon acceptance of the Brokerage Agreement, the Program Agreement and the Account being funded at the “Required Account Opening Amount,” which is the greater of (i) an amount at or above the Program minimum, unless waived by the Firm, or (ii) an amount at or near the investment amount identified in the Statement of Investment Selection (“SIS”) which was agreed upon between the client and the IA-Rep, clients pay an initial Client Fee that is based on the initial market value of the Account. The first payment is prorated to cover the period from the date the Account is opened through the end of the current calendar month. Thereafter, the monthly Client Fee is paid at the beginning of each calendar month for such month. The monthly Client Fee is based on the fair market value of the assets in the Account on the last business day of the preceding calendar month as calculated in accordance with the Program Agreement and as described above. Please see Item 5 below for information about account minimums for the Programs. Clients also are subject to a Client Fee for any additional lump sum contribution(s) in a calendar month equal to or greater than $10,000. Such clients will pay for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution equal to or greater than $10,000. Payment of the Client Fee will be made in the month following any such contribution and will be based on the amount of the contribution. Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures, and when any applicable product issuers provide the proceeds from the redemption to MMLIS. All withdrawals are first funded from the amount in the client’s cash sweep option. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied by redeeming securities in the client’s Account. Withdrawals may have tax consequences such as capital gains taxes, the sale of securities or other assets in or outside of the cash sweep option may trigger taxable event, to which capital gains (or other) taxes apply. Envestnet will rebalance the Account back toward the selected allocation, thus triggering a possible taxable event. MMLIS will adjust or refund Client Fees paid by client that are attributable to partial withdrawals equal to or greater than $10,000 that client made during any calendar month. MMLIS will refund such clients for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of a partial withdrawal equal to or greater than $10,000. Payment of such refund will be made in the month following any such withdrawal and will be based on the amount of the withdrawal. MI1611_PortfolioSolutions 1025 Page 21 of 50  If an Account is terminated, MMLIS will refund to clients a pro rata portion of any pre-paid, but unearned Client Fee for the current month. The amount refunded to clients will be based on the number of days remaining in the month after the date of termination. Clients pay the Client Fee and other applicable fees and expenses under the selected Program by instructing NFS through the Program Agreement to automatically debit the Client Fee, and applicable fees and charges (collectively “Expenses”), from their Account. The amount debited to pay the Expenses under the selected Program will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. Envestnet will automatically rebalance a client’s Accounts if payment of the Expenses under a Program causes the client’s cash investments to fall below the percentage threshold (and if the dollar threshold is met) and/or to cover any Account debit balances. If this occurs, the remaining amount of the Expenses and/or Account debit balances that cannot be covered by assets in the cash sweep option will be paid by redeeming shares of securities in the client’s Account. In such cases, the client may face a taxable event, to which capital gains (or other) taxes may apply. Clients should consult with a qualified independent tax advisor. Fee Forgiveness When a client contributes assets to its Account from a previously established MMLIS brokerage account or contributes mutual funds for which MMLIS is the broker-dealer of record (either from the redemption of such assets and mutual funds or the assets and mutual funds themselves) such clients may be eligible for “Fee Forgiveness.” The Advisory Fee may be reduced for a period of time to take into account the cost of certain sales charges previously paid by the client or to be paid upon redemption. Fee Forgiveness is not available for assets for which MMLIS is not the broker-dealer of record. In addition, sales charges previously paid by the client will only be taken into account for Fee Forgiveness to the extent the client paid such sales charges in the previous two years (for A-share mutual funds) or previous 13 months (for C-share mutual funds, stocks, bonds, options and ETFs) and MMLIS was the broker-dealer of record for the mutual funds or applicable brokerage account at the time client paid the sales charges. Please note that in certain circumstances, proceeds from a client’s liquidated assets eligible for Fee Forgiveness can become commingled with other cash owned by the client. When the commingled funds are used to purchase assets contributed to client’s Account, MMLIS is under no obligation to apply Fee Forgiveness unless client can demonstrate that the eligible funds were utilized for the purchase. If you believe Fee Forgiveness should apply to a particular account or transaction, please contact your IA-Rep. If the account is fully disbursed before the fee forgiveness has been fully applied, the Fee Forgiveness associated with such assets will be discontinued and any remaining fees associated with such assets scheduled to be forgiven will not be forgiven. Fee Forgiveness is available only while a client’s Account is open. If the Account is terminated for any reason, any remaining fees scheduled to be forgiven will not be forgiven. Additional details regarding Fee Forgiveness can be found in the Program Agreement. Termination The Program Agreement will continue in effect until terminated by either the client or the Firm in accordance with the termination provisions of the Program Agreement. MMLIS may terminate the Client Agreement if the Client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, the Firm may retain amounts in a client’s Account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. MI1611_PortfolioSolutions 1025 Page 22 of 50  ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS MMLIS generally provides investment advisory services to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts and different types of retirement accounts, including SEP, Simple, and traditional IRAs. In addition to the required Program Agreement, Brokerage Agreement and completed SIS, some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an Account. The Brokerage Agreement governs the brokerage services provided by MMLIS in connection with a client’s participation in a Program. The minimum initial funding to open an Account in the Portfolio Solutions Programs vary by Strategist and/or Model, and ranges from $5,000 - $50,000. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. Particular Models may have higher minimum requirements which the Firm cannot waive. As a result, clients may not be able to invest in a particular Model if the amount to be invested in the Model would be less than the Model minimum. Clients should speak to their IA-Reps for a description of the Model investment minimums and should also refer to each Strategist Brochure for more information. While accounts generally cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds, the Firm and/or Strategist may consider waiving account minimum requirements at its discretion. Initial asset value less than the Required Account Opening Amount will not be managed under the Program but will be placed in the cash sweep option until the asset value reaches the Required Account Opening Amount. Once the Required Account Opening Amount is reached, client assets will then be invested in accordance with client’s selected Model. Clients may make additional contributions to their Accounts at any time. Clients may fund contributions to a Program with cash or securities. Additional contributions are allocated initially to the cash sweep option and will remain there until a client’s Account is rebalanced or the cash allocation in client’s Account exceeds certain parameters. If an Account falls below the account minimum requirement at any time and for any reason, the Firm may, in its discretion, close the Account and transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm on its brokerage accounts. If a Client contributes securities to an Account, the Firm, Strategist and Envestnet have the right to liquidate those securities in their sole discretion. Clients should be aware that a reasonable amount of time is necessary for the Firm to execute such trades. Clients should consider the cost, if any, of sales charges previously paid or to be paid upon such redemption, which are in addition to the Client Fee paid under the Program. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor before making any redemptions. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION In the Portfolio Solutions Programs, clients have access to Models designed and managed by the MMLIS WMIT, MMLIS Strategists, or Third Party Strategists. The Firm, through its IA-Reps, provides clients with the advisory services described in Item 4 of this Brochure. As indicated in Item 4, MMLIS is tasked with several responsibilities under the Programs, including selecting, screening and/or making available Strategists and Models for the Program. Selection of Available Strategists and Models MMLIS utilizes its own due diligence and/or the services of third-party due diligence service providers to evaluate the MMLIS WMIT, MMLIS Strategists and Third Party Strategists for the Programs and provides ongoing due diligence and monitoring of all Strategists and Models available in the Program. MI1611_PortfolioSolutions 1025 Page 23 of 50  When conducting due diligence on Strategists and Models, MMLIS and/or third-party due diligence service providers conduct teleconference and/or onsite meetings with Strategists and reviews reports including information relating to: investment philosophy, management/personnel, performance, longevity, compliance, operations and disciplinary history, if applicable. MMLIS and/or third-party due diligence service providers also review additional information about Third Party Strategists including their ADVs and websites, and information on their executives available on BrokerCheck. All Strategists and Models (or the criteria used to select Strategists and Models) must be approved by the MMLIS IA-Investment Committee. Notwithstanding the Firm’s review and due diligence processes regarding Strategists and Models available in the Programs, clients should be aware that investing in the Models is subject to market risk and possible loss of principal. The purpose of MMLIS’s screening and due diligence process is to identify Strategists and Models that satisfy certain minimum investment criteria. For information regarding the mutual funds and ETFs available in the Programs, including any associated fees, please read the prospectus of each particular mutual fund and ETF and consult your IA-Rep for additional information. Regarding Strategists or Models in the Programs, please refer to the fact sheet, Strategist Brochure, or other marketing materials on each Strategist which includes information on the Models that each Strategist creates and/or manages for the Programs. MMLIS WMIT’s and MMLIS Strategists’ investment strategies and methods of analysis may include the use of third-party research reports, as well as qualitative and quantitative analysis in connection with selecting securities for inclusion in a Model. Profiles of Strategists are available from the IA-Rep. Selection of Model for a Client’s Account Client’s IA-Rep will assist client in selecting a Strategist and Model for client’s Account. The IA-Rep may discuss with the client various factors, including but not limited to client preferences, fees charged by the Strategist, information on Strategists, including their performance, and the account minimum requirements of Models. The client is ultimately responsible for deciding which Model to choose. MMLIS also has ongoing responsibility to advise clients regarding the appropriateness of the Strategist and the Model selected by the client for the Account in light of the client’s objectives, assets, risk tolerance and investment experience as disclosed to MMLIS. When appropriate, the IA-Rep may also assist the client in determining whether the existing Model should be replaced. The IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. Additional Information IA-Rep Prerequisites In order to become an IA-Rep of the Firm and provide services to clients under a Program on behalf of the Firm, the IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Brochure. Once an IA-Rep has been approved to provide advisory services under a Program, the IA-Rep must annually certify that the IA-Rep continues to comply with the Firm’s policies and procedures. If an IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by the Firm to another qualified IA-Rep, who will service client’s account on the Firm’s behalf. Clients will be informed if their account is assigned to another IA-Rep. Due Diligence on Envestnet The Firm conducts due diligence on Envestnet, generally on an annual basis. The due diligence includes a review of Envestnet’s organization, personnel, investment philosophy, investment process (asset allocation and investment selection), due diligence process, performance, and back office. The annual due diligence may include site visits to some of Envestnet’s offices. MI1611_PortfolioSolutions 1025 Page 24 of 50  ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS As described in Item 4, the information that a client supplies to the IA-Rep, the SIS and any other documentation provided by the client is used by the Firm and its IA-Reps to provide the client with investment advisory services under each Program. The Firm also makes available such information to Envestnet so that Envestnet may fulfill its obligations as described in Item 4 of this Brochure and in the Envestnet Brochure. A client has the obligation to inform the IA-Rep of any change in their financial and personal circumstances that may have a material impact on the management of their Account. Any updated information that they provide may also be shared with Envestnet and the applicable Strategist. Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets in either of the Programs by identifying them on the SIS. The Firm will forward any investment restrictions requested by the client to Envestnet and to the Strategists, as applicable. Investment restrictions must be reasonable, as determined by Envestnet and/or the Strategist and must be complete and consistent with applicable law. MMLIS, Envestnet, and the Strategist observe the investment restrictions that a client provides in the SIS, if deemed reasonable; provided that Envestnet and the Strategists reserve the right to seek further direction from the client through the Firm before any such investment restrictions are observed. Clients may impose new, or modify any existing, investment restrictions on the investments in their Account at any time by contacting their IA-Rep. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients have access to their IA-Rep for information on their Account. IA-Reps will also accept inquiries from clients about Strategists or Envestnet as well as their roles under each Program and coordinate the provision of responses to clients. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed MI1611_PortfolioSolutions 1025 Page 25 of 50  to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third-party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MI1611_PortfolioSolutions 1025 Page 26 of 50  MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third-party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal MI1611_PortfolioSolutions 1025 Page 27 of 50  review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MATERIAL RISKS Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Account under a Program due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by participating in a Program. Clients should read carefully a copy of the current Strategist Brochure and the prospectus, or other disclosure documents, associated with the mutual funds and ETFs. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks. The investment returns on a client Account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in a Program. The Firm and its IA-Reps do not provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. In general, MMLIS, the MMLIS WMIT, and MMLIS Strategists rely on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios to clients. Please refer to Item 4 for a description of our services MI1611_PortfolioSolutions 1025 Page 28 of 50  and the services provided by Third Party Strategists. When reviewing Strategists, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance, initially and on an ongoing basis, in an attempt to determine if that Strategist has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with a Strategist who has been successful in the past is that he/she may not be able to replicate that success in the future. Strategists may themselves utilize research as the basis for their investment recommendations under the Programs. Please refer to the Envestnet Brochure and each Strategist Brochure or marketing materials, as applicable, for more information. Given the wide range of investments in which a client’s Account may be invested, there is similarly a very wide range of risks to which a client’s assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which Accounts may invest. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with the Programs: Your Account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IA-Rep may recommend a focused or completion Model primarily to complement an existing investment strategy. All strategies implemented by MMLIS involve a risk of loss that clients should be prepared to bear. Acts of God and Geopolitical Risks — The performance of an Account could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on MMLIS, clients, Accounts, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, MMLIS’s ability to source, manage and divest investments, and MMLIS’s ability to achieve clients’ investment objectives, ultimately resulting in significant losses to the Account. In addition, there is a risk that a disruption will significantly impact, or even temporarily or permanently halt, MMLIS’s operations and/or the operations of any underlying portfolio funds and companies. Asset Allocation Risk — Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet the client’s investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. The client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change. There are risks associated with asset allocation. One such risk is that the client may not participate in sharp increases in a particular security, industry or market sector. Clients with an asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short-term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. Clients with a tactical asset allocation may not achieve MI1611_PortfolioSolutions 1025 Page 29 of 50  their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of the client’s portfolio vary significantly and is likely to vary from the Investment Objective selected for the Account. There is no guaranty a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation programs. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that the client will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. For specific information about the asset allocation associated with each Model, please refer to each Strategist Brochure and/or other information provided about each Strategist or Model. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies, but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as to perceptions of the creditworthiness and business prospects of individual issuers. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. Cryptocurrency Exchange-Traded Products — The SEC has approved certain cryptocurrency exchange-traded products (“ETPs”) that are listed and traded on national securities exchanges. Currently, the approved ETPs hold Bitcoin or Ethereum as the underlying cryptocurrency. Cryptocurrencies are not legal tender in, and are not backed by the government of, the United States. The value of cryptocurrencies can be highly volatile as the prices are based on supply and demand and their perceived value, which are subject to change. Because cryptocurrency ETPs hold only the underlying cryptocurrency and cash, an investment in the ETPs may be more volatile than an investment in a more-broadly diversified portfolio. Various factors might cause the price of cryptocurrencies to drop precipitously, including, but not limited to, changes in preferences for competing cryptocurrencies, regulatory changes, technological issues, and malicious activity. For example, the price of cryptocurrencies might be affected by a decline or cessation in the adoption and use of cryptocur- rencies; the lack of expansion of cryptocurrencies into retail and commercial markets; or market participants developing a preference for particular cryptocurrencies. In the United States, cryptocurrencies are not subject to federal regulation, although they might be regulated by state regulatory authorities. It is possible that the federal government or additional state regulatory authorities adopt laws and regulations that affect cryptocurrencies and their users. In addition, crypto- currencies trade on largely unregulated exchanges that are not subject to the same regulatory guardrails as regulated exchanges; can be subject to greater risk of fraud (e.g., potential market manipulation) and failure than regulated exchanges; and might not be required to protect customers or their markets to the same extent as regulated exchanges. MI1611_PortfolioSolutions 1025 Page 30 of 50  In addition, exchanges are susceptible to service interruptions and cybersecurity threats and breaches, which can result in the theft or loss of cryptocurrencies and a decline in the value of cryptocurrencies. Duration Risk — Longer-term securities in which an Account may invest tend to be more volatile than short-term securities. A Portfolio with a longer average portfolio duration is more sensitive to changes in interest rates, and therefore may experience greater volatility than a portfolio with a shorter average portfolio duration. Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. Exchange-Traded Funds (ETFs) Risk — The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying securities. ETFs are also subject to risks relating to market trading, including the potential for lack of an active market for ETF shares and significant market disruptions. Although ETF shares are listed on a national securities exchange, it is possible that an active trading market may not develop or be maintained, particularly during times of severe market disruption. If ETF shares need to be sold when trading markets are not properly functioning, they may be sold at a significant discount to their net asset value (NAV), or it may not be possible to sell them in the secondary market. Market and other disruptions also make it difficult for the ETF to accurately price its investments, thereby affecting the ETF’s price and performance. Similarly, an exchange or other markets may issue trading halts on specific securities or derivatives, which will affect the ability of the ETF to buy or sell certain securities or derivatives. In such circumstances, the ETF may be unable to rebalance its portfolio or accurately price its investments and may incur substantial trading losses. ETFs that seek to track the performance of a specified underlying index (“index ETFs”) are not actively managed and the investment advisers of such ETFs do not attempt to take defensive positions in declining markets. Therefore, Index ETFs may be subject to greater losses in a declining market than a fund that is actively managed. ETF shareholders will bear a proportionate share of the ETF’s expenses, including, as permitted by applicable law, certain management and other fees contained in that ETF’s prospectus. Financial Risk — Excessive borrowing to finance a business’s operations may limit profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in a declining market value and even bankruptcy. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, an Account’s value may fluctuate and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the Account. Investment Company Risk — When an Account invests in an investment company, including mutual funds, closed-end funds, UITs and ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Account may be subject to additional or different risks than if the Account had invested directly in the underlying investments. For example, the lack of liquidity in an ETF could result in its value being more volatile than that of the underlying securities. Closed-end investment companies issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. As a result, a closed-end fund’s share price fluctuates based on what another investor is willing to pay rather than on the market value of the securities in the fund. Investment Style Risk — A Model’s strategy may underperform other sectors of the markets or the markets as a whole. Leverage Risk — A pooled investment vehicle (e.g., mutual fund, ETF, etc.) may borrow money (and/or establish a line of credit) to provide for opportunistic asset allocation, facilitate payments on withdrawal and to remain fully invested in anticipation of future contributions. Additionally, a pooled investment vehicle may enter into various derivatives (such as MI1611_PortfolioSolutions 1025 Page 31 of 50  options, futures and swaps) that have implicit or internal leverage in that the notional value of the derivative instrument is much larger than the cash needed to establish and maintain the derivative instrument. Although leverage will increase the pooled investment vehicle’s investment return if the investment purchased with borrowed funds earns a greater return than the interest expense the pooled investment vehicle pays for the use of those funds, the use of leverage will decrease the return on the pooled investment vehicle if the pooled investment vehicle fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the pooled investment vehicle, especially in times of a “credit crunch” or during general market turmoil. Market Risk — The market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Market risk includes prices dropping in reaction to both tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events (see “Acts of God and Geopolitical Risks” above). Money Market Funds Risk — An investment in money market funds is not a bank deposit nor is it insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the money market fund seeks to maintain a constant price per share of $1.00, client may lose money by investing in the money market fund. The money market fund may experience periods of heavy redemptions that could cause the money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. This could have a significant adverse effect on the money market fund’s ability to maintain a stable $1.00 share price, and, in extreme circumstances, could cause the money market fund to suspend redemptions and liquidate completely. Reliance on Technology; Cybersecurity Risk; Back-up Measures — MMLIS’s operation is dependent on various computer and telecommunications technologies, many of which are provided by or are dependent upon third parties such as data feed, data center, telecommunications, or utility providers. The successful deployment, implementation, and/or operation of such activities and strategies, and various other critical activities, could be severely compromised by system or component failure, telecommunications failure, power loss, a software-related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on clients, including by preventing MMLIS, Envestnet, or any Strategist from trading, modifying, liquidating, and/or monitoring its clients’ investments. In addition, clients should be aware of the risk of attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to MMLIS’s interconnectivity with third-party vendors, central agents, exchanges, clearing houses, and other financial institutions, MMLIS could be adversely impacted if any of them is subject to a cyber-attack or other information security event. Although MMLIS takes protective measures and endeavors to modify its operations as circumstances warrant, computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. MMLIS has certain backup measures in place for such disruptions, but no assurance can be given that these plans will be realized, or that, in particular, MMLIS would be able to resume operations following a business disruption. Turnover Risk — To the extent that a Model buys and sells securities frequently, such activity may result in increased brokerage or other higher transaction costs and additional capital gains tax liabilities. These costs affect the Account’s performance. To the extent that a Model invests in an underlying fund, the Model will have no control over the turnover of the underlying fund. In addition, the withdrawal of a Model from an underlying fund could involve expenses, such as redemption fees, to the Account under the terms of the Model’s investment. U.S. Government Securities Risk — U.S. Government securities are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources. MI1611_PortfolioSolutions 1025 Page 32 of 50  Volatility Risks — The prices of certain instruments in the Account have been subject to periods of excessive volatility recently and in the past, and such periods can be expected to continue or recur. While volatility can create profit opportunities for the Account, it can also create the specific risk that historical or theoretical pricing relationships will be disrupted, and may cause what should otherwise be comparatively low risk positions to incur losses. Price movements are influenced by many unpredictable factors, such as market sentiment, inflation rates, interest rate movements and general economic and political conditions. The expanded influence of social media platforms on the market, combined with the access to costless retail brokerage, can exacerbate the volatility of particular issuers. Other Financial Industry Activities and Affiliations The Firm is registered with the SEC as an investment adviser and a broker-dealer and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities, including, but not limited to, stocks, bonds, municipal and government securities, and mutual funds to the public. The products available through the Firm include products issued by our affiliated insurance companies as well as those issued by unaffiliated issuers. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services which may include clients who participate in the Programs. The Firm, as a broker-dealer, effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or investment products in which the Firm or its officers, directors, employees or RRs have a financial interest or may themselves purchase or sell. Clients should be aware that compensation earned by the Firm and its RRs vary by product and by issuer. Therefore, the Firm and its RRs may receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are RRs and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker-dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s RRs and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MI1611_PortfolioSolutions 1025 Page 33 of 50  MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Affiliated Funds may be available as underlying investments in a Model. When an affiliated fund is an underlying investment in a Model, MMLIS and/or one of its affiliates receives a financial benefit. This conflict of interest is mitigated because neither the MMLIS WMIT, MMLIS Strategist, Third Party Strategist nor the IA-Reps recommending Models in the Programs receive any more or less compensation for selecting such affiliated funds within a Model. MMLIS also addresses this conflict by disclosing it to you. When Affiliated Funds are held in qualified retirement plan accounts and IRAs the account will not be charged the Execution, Clearing and Custody Fee or the Advisor Fee for the portion of the account invested in the Affiliated Funds. The account will be charged any other applicable fees. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS address this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation, including the Growth Bonus. The referral fee and these incentive programs create a conflict of interest and an incentive for IA-Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Brochure. MI1611_PortfolioSolutions 1025 Page 34 of 50  Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the Programs. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’s clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives additional compensation in the form of revenue-sharing payments from NFS as described below and in Item 4 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives revenue sharing payments from NFS for investments in mutual fund shares in NFS’s NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, the Firm, as a broker-dealer, also earns 12b-1 fees from certain mutual funds for providing distribution and/or administrative services to mutual funds, (which are credited back to clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and “MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers’ custodied with NFS over the previous year (including the assets in the Program), excluding certain assets that were already custodied with NFS, and maintaining a certain amount of accounts and assets that MMLIS customers’ custody with NFS (including the accounts and assets in the Programs). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the Programs, over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with IA-Reps. MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’ services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the Programs) for which MMLIS receives compensation from NFS over advisory programs (such as third-party programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 9. MI1611_PortfolioSolutions 1025 Page 35 of 50  Relationship with Envestnet In addition to the relationship between Envestnet and the Firm as described in Item 4 above, MMLIS has entered into other agreements with Envestnet and Envestnet affiliated investment advisers to offer other advisory programs. Please contact MMLIS or your IA-Rep for additional information about such programs. Envestnet also provides research and other technology services to MMLIS for a separate fee. Furthermore, Envestnet and, if applicable, its affiliates and subsidiaries, from time to time pay fees to attend Firm sponsored sales and/or training conferences.. Representatives from Envestnet and, if applicable, its affiliates and subsidiaries, generally network with and provide training to IA-Reps and the Firm’s personnel at these conferences. The fees received by the Firm are generally used to offset expenses associated with hosting conferences and other expenses, and are not paid directly to IA-Reps. While IA-Reps do not receive a portion of these fees, IA-Reps may be more likely to recommend the Program, other Envestnet advisory programs, or products offered through Envestnet’s affiliates or subsidiaries that are accessible through the Firm, to prospective clients because of the education and the exposures that IA-Reps receive on such services and products. Envestnet’s parent company, Envestnet, Inc., was acquired by affiliates of vehicles managed or advised by Bain Capital Private Equity, LP, a private equity firm, and certain minority co-investors on November 25, 2024. The minority co-investors include strategic partners BlackRock, Fidelity Investments, Franklin Templeton, and State Street Global Advisors. Due to their ownership interest, Envestnet has an incentive to make the investment products offered by BlackRock, Fidelity Investments, Franklin Templeton and State Street Global Advisors available on its platform and to grant these investment products with an approved research status. Envestnet also has an incentive to work with these companies to create new investment products to offer on its platform. Clients should review the Envestnet Brochure for additional information about Envestnet’s ownership structure and related conflicts. Compensation for IA-Reps As previously discussed, MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule is impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For these purposes, the relevant advisory fees are those earned across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Program) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company), (“Trust Accounts”). It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 million or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. MMLIS also has an incentive program where an IA-Rep will receive a larger portion of the Advisory Fee based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For this purpose, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). This incentive program creates a conflict of interest and an incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. The Firm addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based MI1611_PortfolioSolutions 1025 Page 36 of 50  on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, IA-Reps can earn a Growth Bonus. The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. Certain IA-Reps of the Firm are also be affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with the Firm (“Third Party Adviser”). In that respect, such IA-Reps may offer investment advisory programs through both the Firm and the Third Party Adviser. The compensation that they receive from the Third Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from the Firm. While the investment advisory programs made available by the Third Party Adviser may differ materially from the programs made available by the Firm, the IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm (including the IA-Reps), and/or its affiliates, may have investment responsibilities, render investment advice to, and perform other investment advisory services for, other individuals and entities (“Other Accounts”). Clients should be aware that the Firm and its affiliates, and their respective partners, directors, trustees, officers, agents, IA-Reps and employees may buy, sell or trade in any securities for their respective accounts (“Affiliated Accounts”) or Other Accounts. The Firm (including IA-Reps) and its affiliates may give advice or exercise investment responsibility and take such other MI1611_PortfolioSolutions 1025 Page 37 of 50  actions with respect to Other Accounts and Affiliated Accounts which may be similar to, differ from, or contradict, the advice given or the timing or nature of action taken with respect to clients’ Account(s). Additionally, Other Accounts and Affiliated Accounts may at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which client’s Account may have an interest from time to time, whether in transactions which involve client’s Account or otherwise. The Firm shall have no obligation to purchase for client’s Account a position in any investment which Other Accounts or Affiliated Accounts may acquire, and that the client shall have no first refusal, co-investment or other rights in respect of any such investment. MMLIS does not affect any principal or agency cross securities transactions for client accounts. The Firm will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys securities from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. Review of Accounts Services Provided by the Firm The Firm, through the IA-Reps, will be available during business hours to answer any questions that the client may have regarding their Account and/or to provide client services related to client’s Account. The Firm will notify clients in writing at least quarterly to contact the Firm if there have been any changes in their financial situation or investment objectives that might affect the manner in which their Account assets should be managed, and whether they wish to add, or modify any existing, investment restrictions imposed on the investments in their Account, or whether there have been any changes in their investment objectives that might affect the manner in which their assets should be managed. The Firm, or the IA-Reps, will also contact clients at least annually to review each client’s Account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the Account. MMLIS may terminate the Program Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. The IA-Rep is available on an ongoing basis to discuss the client’s participation in the selected Program or the client’s investments in general. MI1611_PortfolioSolutions 1025 Page 38 of 50  Services provided by Envestnet On an ongoing basis, Envestnet maintains the software utilized to generate the ISP and SIS. Additionally, Envestnet has an ongoing responsibility for implementing securities trades according to the Models for Accounts. Envestnet shall also observe any client-imposed investment restrictions that MMLIS or the Strategist has accepted. Cash Administration Cash Allocation. The Models are designed to maintain a minimum cash allocation to facilitate administration of the investment portfolio, including, but not limited to, trading and fee collection. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the changing of underlying investments, processing of client contributions or withdrawals, or during the initial investment of a client Account. If the amount of a client’s Account invested in cash varies beyond a determined maximum cash allocation, then the excess cash balance will be allocated to other holdings within the Account. The Program Fee and other expenses under each Program are deducted from Program Account assets clients have in the cash sweep option (initially, before other Program Account assets), as outlined in greater detail in the Program Agreement. By executing the Program Agreement, clients authorize the Custodian to pay the Program Fee and all other fees and charges that are due and payable in a given calendar month under the selected Program from Program Account assets client has in the cash sweep option. If a client’s Program Account does not have enough cash in the cash sweep option to pay for the Program Fee, account debit balances or other charges, the Strategist will instruct Envestnet to sell any Program Account assets it deems appropriate to make such cash available. In such cases, clients may face a taxable event, to which capital gains (or other) taxes may apply. Further details of Envestnet’s ongoing responsibilities under the Programs can be found in the Envestnet Brochure. Client Statements and Performance Reports NFS will send client statements of all activity in clients’ brokerage accounts on no less than a quarterly basis. Clients can request written confirmations of trades cleared and settled through the brokerage accounts. Clients should carefully review their brokerage account statements and confirmations issued by NFS and contact the Firm or their IA-Rep immediately upon discovery of any errors, discrepancies or irregularities. Clients should contact their IA-Reps to discuss the various performance reporting options that are available. IA-Reps are available to discuss performance reports, Account allocations, Account performance or any other matter relating to the selected Program. Client Referrals and Other Compensation Conflicts of Interest Related to the Programs If the MMLIS WMIT or MMLIS Strategist is selected for client’s Account, the Strategist Fee will be paid to MMLIS (including the MMLIS Strategist, if applicable) and MMLIS will retain all or a portion of the Strategist Fee. Please refer to Item 4 of this brochure for additional information regarding the Strategist Fee and Advisory Fee for accounts in the Programs. As a result, and due to the MMLIS WMIT’s and MMLIS Strategists’ affiliation with the Firm, IA-Reps have a conflict of interest and incentive to recommend Models managed by the MMLIS WMIT or MMLIS Strategists over Models managed by Third Party Strategists, or other MMLIS advisory programs or models where MMLIS or its IA-Reps do not receive a portion of the Strategist Fee. The Firm attempts to mitigate this conflict of interest through its compensation structure, as MMLIS IA-Reps do not receive any more or less compensation for recommending a MMLIS WMIT or MMLIS Strategist Model for client’s Account over Third Party Strategists or unaffiliated money managers in other MMLIS advisory programs. MI1611_PortfolioSolutions 1025 Page 39 of 50  Wealthspire Advisors Wealthspire Advisors is a subsidiary of NFP Corp., a financial services holding company. In addition, IA-Reps that are eligible to recommend Wealthspire Advisors as a Strategist in the Program receive operational support from NFP and/or own stock interests in NFP. This NFP relationship and ownership interest creates a conflict of interest and incentive for these MMLIS IA-Reps to recommend Wealthspire Advisor models over other models available in the Program or other MMLIS advisory programs and offerings. Additional Compensation Related to Advisory Activities and Referral Arrangements Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts and MMLIS Financial Planning to IA-Reps and/or clients as potential products over products for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds and/or ETFs that are (a) available Investment Options in the Programs and/or (b) underlying investments in a Model available in the Programs. These Strategic Partners are provided increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our Representatives, and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes its Strategic Partners and their products and services in proprietary marketing materials and/ or websites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law), and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: American Funds, Brinker Capital, Blackrock, Invesco, Fidelity, BNY Mellon and EQT, in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 million or less than $500,000 except for an alternative fund sponsor that is new to the MMLIS platform paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination of, the following: 1) a percentage of initial and/or additional investment amounts made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) another formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MI1611_PortfolioSolutions 1025 Page 40 of 50  MMLIS also has a Conference Partner Program with other investment companies that offer (1) mutual funds and/or ETFs that are (a) available Investment Options in the Programs, and/or (b) underlying investments in a Model, and/or (2) offer securities backed loans. These investment companies (“Conference Partners”) contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JP Morgan, SEI, Ategenos, Blue Owl, Clark Capital, Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Envestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200,000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust Asset Management as a result of reaching a certain threshold of assets under management by Northern Trust Asset Management belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Equitable, Brighthouse, Prudential, Allianz, Lincoln Financial, Nationwide, Transamerica, Pacific Life, Corebridge Financial, and Protective. No company paid more than $5 million. These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/or ETFs that are underlying investments in a Model. MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that ETF provider. The purchase of this data may result in the ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with the Strategic Partner Program, Conference Partner Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners, and other companies that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend the mutual funds and ETFs provided by Strategic Partners, Conference Partners and other participating companies over mutual funds and ETFs offered by entities that do not make marketing support payments to MMLIS, and to recommend the Strategic Partners, Conference Partners and other participating companies over other financial institutions or money managers that do not make marketing support payments to MMLIS or contribute to or participate in MMLIS conferences or training meetings. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners, Conference Partners and other participating companies, and the basis on which the payments are calculated differs among certain of the Strategic Partners, Conference Partners and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (and their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients’ Accounts invest in the funds or MI1611_PortfolioSolutions 1025 Page 41 of 50  ETFs offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their products to be Investment Options in the Program. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s, Conference Partner’s and other participating companies’ products and services with the Firm’s Representatives and IA-Reps. Therefore, these payments create an incentive and lead to a greater likelihood, for the Firm or its IA-Reps to make available and recommend the model of a Strategic Partner or Conference Partner (or other participating company) over the model of another entity. These payments are in addition to the fees received by the Firm under the Programs and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified retirement plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or educational activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. From time to time, the Firm and its IA-Reps receive other compensation from (i) fund companies that may issue mutual funds and/or ETFs that are underlying investments in a Model, and (ii) Strategists of Models that are Investment Options in the Programs. Such fund companies and Strategists sponsor their own conferences for training and educational purposes, which certain of the Firm’s IA-Reps are invited to attend. In addition to the Firm’s IA-Reps attending these conferences without charge, these fund companies and Strategists also reimburse or pay for the travel and other related expenses incurred by the Firm’s IA-Reps or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by IA-Reps. Some fund companies and Strategists provide free investment tools to IA-Reps. These conferences, reimbursements and access to free investment tools create an incentive for the Firm and the IA-Reps to make available and recommend (or select on a client’s behalf) the mutual funds and/or ETFs provided by the sponsoring fund companies and the Models managed by the sponsoring Strategists. These fund companies and Strategists may also provide nominal gifts to the Firm’s IA-Reps. The Firm enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary, such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are introduced to the Firm through a Solicitor will be provided with a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest between the Firm and the Solicitor, whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements may affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services, including a Program, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to MI1611_PortfolioSolutions 1025 Page 42 of 50  the Firm or an IA-Rep and may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about the Firm’s advisory services to IA-Reps. The Firm will share a portion of the fees earned by the Firm with Financial Institutions for referring individuals who eventually obtain advisory services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to IA-Reps regardless of whether such individuals obtain advisory services from the Firm. To the extent that a referred client participates in a Program, the compensation paid to Financial Institutions or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from the Firm. The fees and expenses that the Firm pays to a Financial Institution under these arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. Envestnet pays the Firm a fee to attend Firm sponsored sales and/or training conferences. Envestnet generally networks with and provides training to the IA-Reps and Firm personnel during these conferences. The fee received by Firm is used to offset expenses associated with hosting the conferences and is not paid to the IA-Reps or other associated persons. While the IA-Reps do not receive a portion of the fee, the IA-Reps may be more likely to recommend the Programs to prospective clients because of the education and the exposure they receive on the Programs and/or Envestnet. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and/or other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Reps manager may also offer rewards, recognition and trips based upon similar criteria. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the Programs), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets MI1611_PortfolioSolutions 1025 Page 43 of 50  attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including any of the Programs). These loans are not forgivable. These loan programs create an incentive for IA-Reps (existing and new) to recommend the Programs over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. These loan programs also create an incentive for new IA-Reps to recommend clients transfer assets into the Programs rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in NFS Custodied Programs (including the Programs) and MassMutual Trust Accounts. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the NFS Custodied Programs (including the Programs) over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in an NFS Custodied Program (including the Programs) and recommendations to make subsequent contributions to such account. The IA-Reps who qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. Therefore, your IA-Rep has an incentive to offer you the Programs in order to meet these requirements and qualify for these benefits, and to recommend that you increase the amount you have invested in the Programs. Additionally, your IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Programs, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to Clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions (“Orion”) platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. Orion will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will MI1611_PortfolioSolutions 1025 Page 44 of 50  be reinstated to their previous status. IA-Reps who do not meet the program requirements within the grace period will be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS pays Envestnet and NFS a fee for the services that they provide in the Programs. MMLIS pays Envestnet an annual licensing fee. MMLIS pays Envestnet an additional, tiered platform fee in the event MMLIS exceeds a level of assets under management in the advisory programs on Envestnet’s platform. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and administrative services that NFS provides for these accounts. Other Disclosures Trade Errors The Firm attempts to effect transactions promptly, unless market conditions, technology failures, trading volumes or other matters beyond our control preclude us from accurately processing transactions on the order date. Under these circumstances, the Firm will process the transactions as soon as practicable. Should a trade error occur and the error correction results in a gain, the gain will be kept by the Firm. Gains that are captured due to trade errors are placed in the Firm’s general account and may be used at the Firm’s discretion. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of the Firm. If the error correction results in a loss, the amount of the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the Portfolio Solutions Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the Portfolio Solutions Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. MI1611_PortfolioSolutions 1025 Page 45 of 50  The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge us higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the Portfolio Solutions programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the MI1611_PortfolioSolutions 1025 Page 46 of 50  highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the Portfolio Solutions Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. MMLIS does not pass this fee on to the client. This presents a conflict of interest because MMLIS has an incentive to limit the number of trades in a client’s account below the threshold that would lead to NFS charging MMLIS a transaction fee. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements and confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. MMLIS mitigates this conflict when MMLIS is the broker-dealer for the transferring investment through its fee forgiveness program. See “Fee Forgiveness” in Item 4 for additional information about fee forgiveness. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. MI1611_PortfolioSolutions 1025 Page 47 of 50  IRA Rollovers — Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the Programs), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer- sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. Corporate Actions The Firm and its IA-Reps’ responsibility under the Programs do not include taking any action or rendering any advice with respect to proxies, consents, waivers or other documents regarding any securities held in client’s Account. A copy of MMLIS’ proxy voting policy is available upon request. Except with respect to voluntary corporate action notices, the client has the responsibility for responding to proxies, consents, waivers and other documents with respect to any securities held in a client’s Account. Such notices may be received from NFS or the issuer’s corporate communications service provider. Provided that Envestnet timely receives voluntary corporate action notices, Envestnet will determine on behalf of the client whether the client’s Account will participate in particular voluntary corporate actions. Envestnet will make such determinations in its full discretion, consistent with its policies and procedures. Client should refer to the Envestnet Brochure for additional details on its policies and procedures in this regard. Timeliness of Transactions MMLIS will process transactions unless market conditions, technology failures, trading volumes or other matters beyond the Firm’s control preclude us from accurately processing transactions on the order entry date. In those circumstances, we will process the transactions as soon as practicable. MMLIS has no responsibility for any consequences relating to, either directly or indirectly, any such delays in transactions. Making an Informed Decision The Firm wants its clients to make an informed decision when they purchase products or receive services from the Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. Financial Information The Firm does not require clients who participate in either of the Programs to prepay its fees six months or more in advance. Additionally, the Firm does not have any material financial conditions that would impair its ability to meet its contractual commitments to clients. Clients should review the Envestnet Brochure for any disclosures that Envestnet may be required to make under this Item. MI1611_PortfolioSolutions 1025 Page 48 of 50  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered MMLIS representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_PortfolioSolutions 1025 Page 49 of 50  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715. You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_PortfolioSolutions 1025 Page 50 of 50 

MMLIS Wealth Management Services Valiance Investment Programs® Wrap Fee Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) October 6, 2025 This wrap fee program brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (“MMLIS” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (800) 542-6767 (options 1, 1). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MML Investors Services, LLC is an SEC registered investment adviser and securities broker-dealer. Please note that registration does not imply a certain level of skill or training. MF1075 MI1611_ValianceIAFF 1025 Page 1 of 52  ITEM 2. MATERIAL CHANGES The following is a summary of certain material changes made to this Brochure since the initial filing on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps. June 30, 2025 Update: Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. March 28, 2025 Update: Item 4 was updated to disclose that: i) cash moved from Protected Cash into a money market security is no longer FDIC-protected, ii) that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, resulting in the client managing the account and iii) that the NFS paper document fee for statements and confirmations will increase from $10 to $20 annually in June 2025. Item 4 was also updated to reflect the conflict of interest that an IA-Rep recommending the use of a Sub-Manager, may use a Sub-Manager with a low or no fee, in order to negotiate a higher IA-Rep Fee. Additionally, Item 4 was updated to disclose that clients must inform their IA-Rep if they have accounts that may be eligible for aggregation to qualify for breakpoints. Item 9 was updated to disclose the purchase of Envestnet’s parent company by an investment group including fund companies offered on the Envestnet platform. Item 9 was also updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 million in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. Item 9 was also updated to describe the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support and was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangements. Lastly Item 9 was updated to disclose that clients cannot purchase Invesco stock and to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_ValianceIAFF 1025 Page 2 of 52  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. SERVICES, FEES AND COMPENSATION 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 22 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 23 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 24 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 24 ITEM 9. ADDITIONAL INFORMATION 25 IMPORTANT NOTICES TO CLIENTS 51 MI1611_ValianceIAFF 1025 Page 3 of 52  ITEM 4. SERVICES, FEES AND COMPENSATION MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. Overview of the Advisory Services Offered by the Firm This Brochure provides you with information about the Valiance Investment Program® (S7) and the Valiance Investment Program® (S6) (the “Valiance Investment Programs®” or “Programs”) available through the Firm. If you wish to learn about other investment advisory programs and services that the Firm offers, you may contact the Firm or an investment adviser representative of the Firm (“IA-Rep”) to receive a similar disclosure brochure for those programs and services. Such brochures are also available on the SEC’s website at http://adviserinfo.sec.gov/. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can recommend certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer Please talk to your IA-Rep about what other advisory programs and services, or investment options within an advisory program they may recommend. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. Overview of the Valiance Investment Programs® The Programs are unified managed account programs under which MMLIS, through its IA-Reps, manage client accounts on a discretionary basis. The client’s IA-Rep will be able to make adjustments to an account’s asset allocation and change the investment options selected for the account without obtaining the client’s prior approval (as long as such changes are consistent with the investment objective selected for the account). The Programs are available to members of the International Association of Fire Fighters (“IAFF”), family members of IAFF members, and other personnel affiliated with IAFF fire station locations. MMLIS utilizes the technology platform and research services provided by Envestnet Portfolio Solutions, Inc. (“Envestnet”). Each client is presented with a portfolio (“Portfolio”) of investments designed by IA-Reps using asset allocation templates provided by MMLIS home office investment management personnel (the “MMLIS Wealth Management Investment Team” or “MMLIS WMIT”). Each asset allocation template dictates how the assets in a Portfolio should be divided across various types of asset classes. Asset classes include broad asset classes (such as domestic equity, international equity and fixed income), and sub-asset classes (such as large cap core, small cap growth, and emerging markets). The weights assigned to each asset class are designed to result in an overall portfolio with risk and return characteristics that correspond to the account’s Investment Objective. There is an asset allocation template for each of the five Investment Objectives. MMLIS is the primary adviser for the Programs. Envestnet provides the services described herein in the capacity of a sub-adviser. Envestnet also serves as the “Overlay Manager” as described in more detail below. In the Valiance Investment Program® (S7), Portfolios can consist of a limited selection of mutual funds and/or exchange- traded funds (“ETFs”). We anticipate adding a limited selection of models consisting of mutual funds and/or ETFs (“Models”) and a limited selection of separately managed account models consisting of equity and/or fixed income securities (“SMA Models”) to the investment options available in this Program. As described above, not all IA-Reps can offer the Valiance Investment Program® (S7). MI1611_ValianceIAFF 1025 Page 4 of 52  The mutual funds, ETFs, and Models that are available investments for Accounts in the Programs are referred to herein as “Investment Options.” Managers of a Model or SMA Model are referred to herein as “Sub-Managers.” In the Valiance Investment Program® (S6), Portfolios can consist of a limited selection of mutual funds. We anticipate adding a limited number of Models and a limited selection of SMA Models to the Investment Options available in this Program. MMLIS WMIT Services The MMLIS Wealth Management Investment Team provides services for the Programs. MMLIS WMIT selects and provides ongoing monitoring of the limited universe of Investment Options available in the Programs, utilizing quantitative, qualitative and/or other factors as described below in Item 6. MMLIS WMIT will have discretion to replace an Investment Option within the Programs and any Program Accounts, or close an Investment Option to new business going forward. In addition, MMLIS WMIT provides IA-Reps with the asset allocation templates they are required to use in creating a Portfolio for an Account. MMLIS WMIT receives a “Sponsor Fee” in connection with these services, as described below under “Fees and Charges.” MMLIS also makes available to all clients the UMA Select Premier Program, which is similar in structure to the Valiance Investment Programs® but offer more Investment Options (including more mutual fund and ETF options) and more individualized attention. The UMA Select Premier Program is available to IAFF members, but has a higher maximum fee than the Valiance Investment Programs®. For more information about the UMA Select Premier Program and to determine which program is right for you, contact your IA-Rep for the appropriate brochure. Each Sub-Manager (including MMLIS) that provides a Model or SMA Model for your account selects the securities to be held by the Model, delivers such Model to the Overlay Manager to implement, and manages the Model on an ongoing basis by directing the Overlay Manager to buy or sell securities for the Model. The Programs may be appropriate for those clients seeking ongoing investment advice. These Programs are not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial professional, or who are not looking for ongoing investment advice. Clients should understand that where MMLIS expressly agrees to act as an adviser, as it does under the Programs, the IA-Rep’s primary role is to provide advice. Where MMLIS acts solely as a broker, its primary role is to execute trades based on client instruction. MMLIS’s obligations are different when it acts as adviser and when it acts as broker. Clients should refer to the Firm’s Form CRS for additional information regarding the differences between advisory and brokerage relationships and discuss further with their IA-Rep, as appropriate. Clients should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as, account monitoring and investment advice). Clients have the opportunity to impose reasonable investment restrictions on the investment of their assets under the selected Program by requesting them through the Statement of Investment Selection (“SIS”). See Item 7 below for additional information about investment restrictions. In limited circumstances, the Firm will treat certain assets in client’s Account as “Unsupervised Assets.” Unsupervised Assets are excluded from the Account’s asset allocation and the calculation of client’s advisory fees, and are not monitored for purposes of asset allocation and concentration parameters. Unsupervised Assets are excluded from Program account minimums. Unsupervised Assets can be assets that are ineligible for the selected Program that the Firm is permitting a client to hold in client’s Account, or a client may designate a security as an Unsupervised Asset. MMLIS has discretion to designate any securities in client’s Account that are ineligible for the Program (or cause client’s Account to be out of compliance with the asset allocation and concentration parameters that apply to the Account) as Unsupervised Assets. Once a security has been designated as an Unsupervised Asset, all of client’s holdings in that particular security or cash investment style position will be designated as an Unsupervised Asset. Because Unsupervised Assets are not included in the calculation of advisory fees, the Firm and IA-Reps have an incentive to recommend to clients that they (and for IA-Reps to use their discretion to) sell Unsupervised Assets and invest the assets in securities that are included in the calculation of advisory fees. Assets that qualify for Fee Forgiveness (as defined below) may not be designated as Unsupervised Assets. MI1611_ValianceIAFF 1025 Page 5 of 52  As of December 1, 2024, other than cash alternatives (money market funds, certificates of deposit, and treasury bills) that have been designated as Unsupervised Assets, IA-Reps do not have discretion over Unsupervised Assets and may not introduce Unsupervised Assets into the asset allocation for an Account or sell an Unsupervised Asset without a client’s prior approval. IA-Reps will have discretion over cash alternatives that have been designated as Unsupervised Assets and may incorporate these assets into the asset allocation for the Account or sell such assets without a client’s prior approval. Once Unsupervised Assets are incorporated into the asset allocation for an account, they are no longer considered Unsupervised Assets and are included in the calculation of advisory fees and account monitoring. IA-Reps may initiate tax harvesting transactions in certain client Accounts. Clients should discuss any tax harvesting needs with their IA-Rep and consult with their qualified independent tax advisor. MMLIS does not guarantee that any Client’s specific tax objectives will be accomplished. For the limited purpose of implementing a tax loss harvesting strategy, on a temporary basis, the Firm will permit ETFs to be held in a client’s Account in the Valiance Investment ProgramTM (S6) if Client’s IA-Rep has a Series 7 license. Account Opening Process The IA-Rep will help determine whether the Program is appropriate for the client. The IA-Rep will provide the client account opening documents, disclosures and other documents necessary for the client to make an informed decision about participation in the Program. If the client determines that a Program is appropriate given the client’s needs, the IA-Rep will obtain information about the client’s present investment objectives, risk tolerance and time horizon to determine a risk profile scoring (an “Investment Objective”) for client’s Account, and generate an Investment Strategy Proposal (“ISP”) and a Statement of Investment Selection (“SIS”). As described in more detail below, the ISP and SIS recommend an asset allocation investment Portfolio and corresponding Investment Options for client’s Account based on the client’s Investment Objective. The IA-Rep will review the information in the ISP and the SIS with the client. The client is ultimately responsible for determining whether to participate in the Program, and whether to accept or reject the recommended Portfolio and Investment Options. Client must approve a Proposal and SIS prior to implementation. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions for the Valiance Investment Programs® (“Program Agreement”), a separate agreement that governs the relationship between the client and MMLIS and sets forth the parties’ responsibilities and obligations with respect to the client’s Account. The IA-Rep also assists the client in completing any other documents required to open an account with the Firm, including any documents related to the brokerage services provided by MMLIS in connection with a client’s participation in a Program (“Brokerage Agreement”), accepts any inquiry from the client about the Program, coordinates the provision of responses to the client, and provides all Account opening documents, disclosures and other necessary documents. In addition to this Brochure, you will receive from your IA-Rep Envestnet’s Form ADV Disclosure Brochure (“Envestnet Brochure”). You should carefully review this Brochure and the Envestnet Brochure since they outline important information about the Firm’s and Envestnet’s roles and responsibilities under your selected Program. When Models and SMA Models are added to the Programs as Investment Options, you should review the Form ADV Disclosure Brochure for any selected Sub-Managers (or the Form ADV Disclosure Brochure Supplement for individuals from the MMLIS WMIT, if applicable) (each, a “Sub-Manager Brochure”) available on the SEC’s website or from your IA-Rep. You should also review the informational guide that you will receive from your IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about the Firm. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement, which you should also review. Information about ESG Your IA-Rep may consider ESG-related information (information that relates to environmental, social and governance practices, rankings and/or scores) when recommending investments for your account. MI1611_ValianceIAFF 1025 Page 6 of 52  The consideration of ESG-related information in the construction of your portfolio is not a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments in your portfolio will be met. Neither MMLIS nor your IA-Rep will manage or monitor your account on an ongoing basis from an ESG- related perspective. While certain holdings in the portfolio may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. The investment objective identified for your account is the primary guiding factor for how your account will be managed. In addition, where your portfolio (or a portion of your portfolio) is invested in a fund with an explicit ESG-related objective, the manager of the fund (not MMLIS) is responsible for managing that portion of your account allocated to such fund according to the ESG-related objective. You should be aware that screening and selecting strategies and investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that a portfolio that was constructed with the consideration of ESG- related goals may generate lower financial returns than a portfolio that was not constructed with the consideration of ESG factors. For example, funds that incorporate ESG factors into the investment process may limit their exposure to certain types of investments. As a result, an investment in an ESG-focused fund may be less diversified relative to funds with similar strategies that do not have an ESG focus. Any ESG-related information that may be considered by MMLIS and your-IA-Rep when recommending investments is either provided by a third party or based on third-party research. ESG data is qualitative and subjective by nature, may evolve over time, may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate, and may not reflect the beliefs of some investors. It’s important to understand providers of ESG ratings will have differing recommendations, opinions, methodologies, scope and coverage. Neither MMLIS nor your IA-Rep has verified any ESG-related information provided by third parties. Portfolio Construction and Monitoring IA-Reps create and maintain the Portfolios available under the Programs. IA-Reps can make a Portfolio available to multiple clients or create customized Portfolios for specific clients. There are five different Investment Objective classifications and a client’s Account will be assigned one of the five classi- fications based on client’s risk tolerance, time horizon and investment objectives. Each Investment Objective category has a different maximum equity allocation limit and no minimum equity allocation requirement. The equity exposure of a client’s Account can decrease significantly and still be consistent with the Investment Objective assigned to that Account. The amount of equity in Client’s Account can exceed the of the target maximum equity for the Investment Objective assigned to the Account so long as the Account does not exceed a maximum equity percentage. If Client’s Account is identified as exceeding the pre-established equity threshold, MMLIS will evaluate Client’s Account on an individual basis to determine if action is required. MMLIS, in its discretion, may modify the assumptions underlying its risk methodologies which could result in changes to the Investment Objectives. In such an instance, an Account’s Portfolio may fall outside of the Investment Objective assigned to client’s Account, triggering the need to make modifications to the investments in client’s Account or to the Investment Objective assigned to client’s Account. Modifications to the investments in a client’s Account may result in tax implications. MMLIS also establishes and maintains asset allocation and concentration parameters that are applicable to the Investment Objective selected by the Client. MMLIS reserves the right to instruct Envestnet to modify a client’s asset allocation and/or investments in order to comply with such parameters. Each client’s Account will have a portion of the assets maintained in cash in order to, among other things, pay the client’s fees. As described herein, MMLIS provides “cash sweep” programs where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected investment option each business day. The Firm, in its capacity as broker-dealer, selects the sweep investment option for client’s Account. Please see “Additional Information” below for additional information about the MMLIS Sweep Program. MI1611_ValianceIAFF 1025 Page 7 of 52  Other Services Envestnet Services: Envestnet conducts due diligence and ongoing monitoring of certain of the eligible Investment Options for use in the Programs, as discussed further in Item 6. In many instances, Envestnet will provide MMLIS with research or performance information relating to a particular Investment Option. MMLIS reviews the research and performance information for investment monitoring and ongoing due diligence purposes only. For historic information on performance, Envestnet receives performance data from third-party managers and/or other sources, such as reporting service providers, but does not independently verify such performance information. In addition, Envestnet is responsible for creating and maintaining the system that generates, among other things, the ISP and SIS used by the Firm and IA-Reps to advise clients and provides MMLIS with tools to monitor asset allocation and concentration parameter compliance. Please refer to the Envestnet Brochure for additional information. NFS Services: MMLIS, in its capacity as a registered broker-dealer, also acts as introducing broker for all transactions in Accounts. In order to effectuate trades under a Program, clients must establish a brokerage account through the Firm with National Financial Services LLC (“NFS” or “Custodian”), which will act as clearing firm and custodian for clients’ assets under the Programs. Accordingly, it is expected that trading activity in connection with all of the Programs will be effected through the Firm and cleared by NFS. However, if Envestnet reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including but not limited to net price, a broker other than NFS can be used for execution. In such instances, clients will be subject to fees and charges associated with the transaction that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. NFS will act in its capacity as a clearing firm and perform centralized cashiering, bookkeeping, and execution, clearing and settlement functions for all accounts in the Programs. NFS will handle the delivery and receipt of securities purchased or sold in clients’ brokerage accounts, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. NFS will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and, if requested, written confirmations of trades executed through clients’ brokerage accounts. Clients should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. Advisory Services Under the Programs MMLIS has an ongoing responsibility to advise clients regarding the appropriateness of the investments selected by the client for the Account in light of the client’s objectives, assets, risk tolerance and investment experience as disclosed to MMLIS. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. This acknowl- edgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MI1611_ValianceIAFF 1025 Page 8 of 52  MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. For a description of the ongoing services that the Firm provides under the Programs, please see Item 9 of this Brochure. Other Envestnet Services Envestnet will serve as the Overlay Manager in trading and re-balancing between the multiple investments in each Account. Unless your IA-Rep selects a different rebalancing frequency, Envestnet reviews Accounts on at least an annual basis to determine if rebalancing should occur. If no trade has taken place in an Account in the last 366 days, Envestnet will initiate a rebalance event. During a rebalance event, additional shares of certain securities may be purchased in the Account and/or shares of other securities may be sold in order to bring the account into closer alignment to the asset allocation assigned to the account. Depending on the parameters selected by the IA-Rep, it is possible that no trades will occur in an Account during the rebalance event. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. An IA-Rep can elect to not have a client’s Account automatically rebalance during a particular year, or turn off the automatic rebalancing feature for a client’s Account. Additional Information MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the UMA Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the UMA Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client MI1611_ValianceIAFF 1025 Page 9 of 52  deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the UMA programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the MI1611_ValianceIAFF 1025 Page 10 of 52  Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the UMA Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. Mutual Funds Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other share classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available to MMLIS for the Programs. In addition, only the mutual fund share classes that are available on NFS’ platform are available in a Program. MMLIS will from time-to-time request that NFS add certain lower cost mutual fund share classes to its platform, as they are made available by particular mutual funds, if not already available on the platform. While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. In the Programs, MMLIS only makes one share class of a mutual fund available for purchase at a given time. MMLIS will periodically review the universe of share classes that it offers for purchase in light of share classes that become available to MMLIS. If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will make such share class available within the Programs. MMLIS will then convert any holders of such mutual fund to the more favorable share class. MMLIS has discretion to change a client’s share classes at any time, as it deems appropriate. There may be transitional periods when a more expensive share class of a particular fund is held within a client’s Account prior to being converted to a lower cost share class. In addition, if a client would be charged a fee by the mutual fund company to convert to the newly available share class, or under other circumstances as MMLIS may determine, MMLIS may refrain from converting the applicable client’s share class. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. However, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. Clients should contact their IA-Rep for more information about share classes and share class eligibility. As an accommodation to clients, a client’s existing mutual fund positions (excluding B and C share mutual funds) held outside of a Program, may be transferred into and held in client’s Account. Such transferred positions will be included in the calculation of Fees applicable to the Account so long as such assets remain in the Account. As with all other types of assets, and as further discussed below, in instances where the Firm receives distribution fees associated with a client Account, the Firm credits client Accounts an amount equal to any such distribution fees the Firm receives on such assets held in the Account in order to offset Client Fees. Clients should consider all relevant factors before contributing mutual fund shares to a Program, including the fact that clients may have paid a front-end sales charge and any applicable contingent deferred sales charges or redemption fees will remain the client’s responsibility and will be in addition to the Client Fee. Clients should also consider that the MI1611_ValianceIAFF 1025 Page 11 of 52  contributed mutual fund shares may not be the lowest cost share class available. Certain mutual funds may offer only one class of shares, while other mutual funds may offer multiple share classes which are available for investment based upon certain eligibility and/or purchase requirements. Mutual funds often permit the conversion of shares from one class to another, subject to certain conditions as determined by the mutual fund. If clients contribute or hold mutual fund shares that the Firm deems to be ineligible for the applicable Program, such shares will be converted into a class of shares of the same mutual fund the Firm deems to be eligible, and will be subject to the Client Fee; depending on a client’s circumstances, the client could be subject to higher expenses overall once the shares convert to a class the Firm deems to be eligible. The Firm may not elect to convert particular share classes of a mutual fund if, for example, there is no equivalent class eligible for the Program or other circumstances as the Firm may determine. Prior to contributing any mutual fund shares to a client’s Account, the client should discuss the impact of a conversion of these shares with an IA-Rep. If the client does not want mutual fund shares converted, the client should not contribute such shares to its Account. As described below under “Fee Forgiveness,” certain clients may be eligible for Fee Forgiveness. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’ NTF or iNTF programs (no transaction fee) or TF (transaction fee) program, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’ platform, and one share class of a mutual fund can be part of a program (the NTF program, for example) while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s Account is invested in certain mutual funds, as NFS shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the Programs that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. Mutual fund share classes that are part of NFS’ NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the Programs regardless of whether the share classes are in NFS’ NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS and the MMLIS WMIT. Specifically, MMLIS and the MMLIS WMIT have an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if these mutual fund share classes are more expensive for clients. MMLIS and the MMLIS WMIT have a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s Account for any revenue share payments MMLIS receives in connection with client’s Account. These conflicts are mitigated in several ways. The MMLIS WMIT and IA-Reps do not receive any of the revenue share payments that NFS pays to MMLIS, and the MMLIS WMIT and IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes they select or recommend to clients. Additionally, MMLIS makes only one share class of a mutual fund available for purchase as an Investment Option in the Programs and MMLIS endeavors for the available share class to be the least expensive share class of a mutual fund MI1611_ValianceIAFF 1025 Page 12 of 52  available for advisory programs through NFS, such as the “Institutional,” “Advisory,” or “Clean” share class of a mutual fund. If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will seek to make such share class available within the Programs and, as previously discussed in more detail, will convert any holders of such mutual fund to the more favorable share class. However, clients should be aware that MMLIS will not be able to make such share classes available within the Programs, or convert Accounts to a more favorable share class, immediately or within any specified time period. MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in accounts in the Programs, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS. MMLIS and the MMLIS WMIT have an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS and MMLIS WMIT also have an incentive to maintain client assets in the Programs in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s Account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such Account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s Account. These conflicts are mitigated in several ways. Neither IA-Reps or the MMLIS WMIT receive any benefit if MMLIS pays lower fees to NFS and neither IA-Reps or the MMLIS WMIT receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. In addition, MMLIS makes only one share class of a mutual fund available for purchase as an investment option in the Programs and MMLIS endeavors for the available share class to be the least expensive share class of a mutual fund (available for advisory programs through NFS). If a more favorable share class for a particular mutual fund becomes available (as determined by MMLIS in its sole discretion), MMLIS will seek to make such share class available within the Programs and, as previously discussed in more detail, will convert any holders of such mutual fund to the more favorable share class. However, clients should be aware that MMLIS will not be able to make such share classes available within the Programs, or convert Accounts to a more favorable share class, immediately or within any specified time period. MMLIS has also established parameters regarding the amount of cash that can be allocated in client Accounts in the Programs and monitors for adherence to these parameters. Fee Forgiveness When a client contributes assets to its Account from a previously established MMLIS brokerage account or contributes mutual funds for which MMLIS is the broker-dealer of record (either from the redemption of such assets and mutual funds or the assets and mutual funds themselves) such clients may be eligible for “Fee Forgiveness.” The Advisory Fee may be reduced for a period of time to take into account the cost of certain sales charges previously paid by the client or to be paid upon redemption. Fee Forgiveness is not available for assets for which MMLIS is not the broker-dealer of record. In addition, sales charges previously paid by the client will only be taken into account for Fee Forgiveness to the extent the client paid such sales charges in the previous two years (for A-share mutual funds) or previous 13 months (for C-share mutual funds, stocks, bonds, options and ETFs) and MMLIS was the broker-dealer of record for the mutual funds or applicable brokerage account at the time client paid the sales charges. Please note that in certain circumstances, proceeds from a client’s liquidated assets eligible for Fee Forgiveness can become commingled with other cash owned by the client. When the commingled funds are used to purchase assets contributed to client’s Account, MMLIS is under no obligation to apply Fee Forgiveness unless client can demonstrate MI1611_ValianceIAFF 1025 Page 13 of 52  that the eligible funds were utilized for the purchase. If you believe Fee Forgiveness should apply to a particular account or transaction, please contact your IA-Rep. If the account is fully disbursed before the Fee Forgiveness has been fully applied, the Fee Forgiveness associated with such assets will be discontinued and any remaining fees associated with such assets scheduled to be forgiven will not be forgiven. Fee Forgiveness is available only while a client’s Account is open. If the Account is terminated for any reason, any remaining fees scheduled to be forgiven will not be forgiven. Additional details regarding Fee Forgiveness can be found in the Program Agreement. Securities Backed Lending Programs The Firm contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their Account as collateral and must enter into an SBL agreement directly with the financial institution providing the SBL (the “Loan Provider”). Client should fully understand the following before using assets in an Account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for MMLIS and IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program. • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The Firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative SBL provider, maintain loan balances for longer periods of time and increase the draw down amount of a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. • The client will not be permitted to withdraw any of the assets in the Account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the Client Fee and other fees charged to the client’s Account for services provided under a Program. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the Account to meet the SBL requirements. • The Loan Provider can sell (or direct the Firm to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an Account are liquidated or sold to meet a call. Forced liquidation of assets in an Account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the Account and the ability of the Advisor to manage the Account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither the Firm nor the Firm’s IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an Account to meet an SBL demand or call. MI1611_ValianceIAFF 1025 Page 14 of 52  • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 9 – “Additional Compensation Related to Advisory Activities and Referral Arrangements” for information about the Conference Partner Program and associated conflicts of interest. Cash Management Features MMLIS makes available three cash management features for client Accounts: Dollar-Cost Averaging (DCA), Protected Cash and Pending Distribution. If you or your IA-Rep designate cash in your Account to one of these features, such amount will be removed from your Account’s asset allocation. Any amounts designated to DCA or Protected Cash will be charged a negotiable annual fee ranging from 0.06% to 0.36%. Any amount designated to Pending Distribution will be charged the Client Fee. DCA is an investment technique in which a fixed dollar amount will be contributed to your Account’s asset allocation on a periodic schedule. The Protected Cash feature may be used to remove an amount from your Account’s allocation and hold such amount as cash for a certain period of time. The Pending Distribution feature is generally used to set aside cash for expected withdrawals. Any amounts designated as DCA, Protected Cash or Pending Distribution will utilize the designated sweep option for your account’s Program; provided, however, that your IA-Rep may select a money market fund to hold DCA funds during the DCA period. Since MMLIS earns revenue on sweep options, MMLIS and your IA-Rep have a conflict of interest to recommend use of the DCA, Protected Cash and Pending Distribution features, and hold DCA funds in cash rather than a money market fund. Please refer to the section titled “MMLIS Sweep Program” for more information regarding conflicts of interest associated with the designated sweep option for your account. If client assets have been held in Protected Cash for a prolonged period of time (as determined by the Firm), the Firm will have the ability to purchase a money market security with such assets and the money market security will be held as an Unsupervised Asset. Cash that has been moved from Protected Cash to a money market security is no longer FDIC-protected. If a client wishes to hold more assets in their Account in cash or cash alternatives than is consistent with the Account’s concentration parameters, clients can request for these assets to be designated as Unsupervised Assets. Since cash and cash alternatives are not included in the calculation of the fee MMLIS pays to NFS, MMLIS and IA-Reps have an incentive to recommend use of the DCA, Protected Cash and Pending Distribution features and to recommend that clients designate (or use their discretion to designate) assets held in cash or cash alternatives as Unsupervised Assets. Please refer to the section above in this Item 4 entitled “MMLIS Fee to NFS” for additional information about this conflict of interest. Please also refer to the section below in this Item 4 entitled “Fees and Charges – Overview” for information about the Execution, Clearing and Custody Fee and conflicts related to the difference between the amount of this fee and the amount of the fee that MMLIS pays to NFS. Fees and Charges Overview Clients will pay an annual fee to MMLIS, the “Client Fee,” for the services provided under the selected Program. The services include the brokerage and advisory services provided by the Firm and the IA-Rep, the technology related services provided by Envestnet, any advisory-related services provided by Envestnet, the brokerage services involved in purchasing and selling the securities in a client’s Account, and the custodial and clearing services provided by NFS. The Client Fee will be paid in advance, on a monthly basis. MI1611_ValianceIAFF 1025 Page 15 of 52  The Client Fee includes a negotiable Advisory Fee ranging from 0.00% to 1.15%, an Execution, Clearing and Custody Fee of 0.06%, and a Sponsor Fee of 0.03%. The Advisory Fee charged is based on the amount of assets in a client’s Account (other than Unsupervised Assets) according to the below fee schedule. The maximum advisory fee that can be charged decreases as the amount of assets in a client’s Account increases. Account Size Sponsor Fee Maximum Advisory Fee Execution, Clearing and Custody Fee Maximum Client Fee $0-$100,000 1.15% 1.24% $100,001-$250,000 1.10% 1.19% $250,001-$500,000 0.95% 1.04% $500,001-$750,000 0.85% 0.94% 0.06% 0.03% $750,001-$1,000,000 0.80% 0.89% $1,000,001-$2,000,000 0.75% 0.84% $2,000,001 and greater 0.60% 0.69% The fee rates for the Advisory Fee, Execution, Clearing and Custody Fee, and Sponsor Fee are assessed against all assets that are invested in a client’s Account, including any portion of the assets maintained in cash or other short- term investments. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS receives from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. The IA-Rep does not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Programs) over other advisory programs and to recommend that you increase your investment in your advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives, that are excluded from the calculation of certain fees MMLIS pays to NFS. The Advisory Fee can include breakpoints - a lower fee) will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). Information about the Client Fee and the breakpoint schedule for a specific client is provided in the SIS. IA-Reps have an incentive not to include breakpoints in the Advisory Fee as the rate of the Advisory Fee will decrease as the assets in a client’s Account increase. The Advisory Fee and Sponsor Fee are paid to MMLIS. MMLIS will pay a portion of the Advisory Fee to the IA-Rep after application of the compensation schedule and Administrative Assessment described below under “Additional Information about the Advisory Fee.” Assets that have been designated to the DCA or Protected Cash features will have a different fee schedule, as described above in “Cash Management Features.” Sub-Manager Fees When Models and/or SMA Models become available as Investment Options in the Programs, additional fees can apply if a Model or SMA Model is selected for a client’s Account. As disclosed earlier, the Client Fee includes a negotiable Advisory Fee up to a maximum of 1.15%, If a client uses a Sub-Manager to manage a model in the Account, the investment management fee can negatively impact the amount MI1611_ValianceIAFF 1025 Page 16 of 52  that the IA-Rep is able to negotiate as an Advisory Fee. The investment management fee may be waived or negotiated in certain instances. The differences in investment management fees for Sub-Managers, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend Sub-Managers with lower, or no fees, if the IA-Rep believes a lower Sub-Manager fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a Sub-Manager or to recommend Programs with no Sub-Managers, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. As described in this Brochure, there are additional services and account features that can be added to your account, some of which will increase the fees charged to your account (such as overlay services, tax management services, and portfolio consulting services), and some of which may increase or decrease the fees charged to your account depending on your Account’s Advisory Fee (such as DCA or Protected Cash). These fees create a conflict of interest as they provide a financial incentive for an IA-Rep to refrain from recommending or selecting these services and account features for a Client’s Account if the IA-Rep believes the presence of these fees will prevent the IA-Rep from negotiating a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. Other Information about the Client Fee Clients may purchase the same or similar securities without paying the Client Fee or may pay less than the Client Fee if such securities were purchased outside of the Programs. Thus, in some cases, it may be more cost efficient for clients to purchase securities outside of the Programs. However, clients will not receive the services provided under the selected Program if they choose to do so. The Client Fee that a client pays may be higher or lower than those charged by the Firm for other advisory programs offered through the Firm, or higher or lower than those charged by other sponsors of comparable programs. Fees charged for similar services often vary by office and by IA-Rep. Certain IA-Reps provide comparable services for fees that are different from those charged by other IA-Reps, and some IA-Reps charge higher fees than other IA-Reps for similar services. The Firm reserves the right to reduce the Client Fee for any account for any reason at its discretion. The Client Fee will be calculated in accordance with the Program Agreement. The Custodian is responsible for deducting the Client Fee from client’s Account in accordance with the Program Agreement. The mutual funds that are Investment Options are “no load” or “load” waived mutual funds, meaning the sales charges associated with mutual funds will not be charged to clients. Fees associated with the Programs are assessed on all assets in the client’s account (other than Unsupervised Assets) including any assets maintained in money market funds, cash or cash alternatives. The Client Fee creates an incentive for MMLIS and IA-Reps to recommend the Programs over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS and, because the amount of the Client Fee increases as the amount of assets in the account increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. Third-Party Advisory Programs are advisory programs for which a client enters into an investment advisory agreement with an investment adviser other than MMLIS and a broker-dealer other than MMLIS acts as the introducing broker-dealer. Breakpoints and Account Aggregation When negotiating client account fees, IA-Reps may consider the amount of assets an IA-Rep manages for a client (or group of clients) across one or multiple accounts. An IA-Rep can include breakpoints in the Advisory Fee - a lower fee MI1611_ValianceIAFF 1025 Page 17 of 52  will apply to all of the assets in a client’s Account when the amount of assets in the client’s Account reaches a certain threshold (a linear Advisory Fee). In connection with negotiating client account fees, a client can request that the IA-Rep “household” or combine multiple eligible client accounts together for purposes of calculating the Advisory Fee. Fee householding can result in lower overall fees if the aggregated household value is high enough to qualify for lower fee breakpoints. It is the client’s responsibility to inform their IA-Rep about accounts that could be aggregated for purposes of calculating the Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client account in the client’s “household” for any reason, at any time, in their sole discretion. Special tax rules apply to qualified retirement accounts that limit the ability to include their assets in a “household” for purposes of lowering Advisory Fees. Clients should consult with their tax advisor as improper aggregation can result in tax penalties for a client. Clients should review their accounts and inform their IA-Reps or MMLIS if a client believes their retirement account is being improperly aggregated. IA-Reps have an incentive not to include breakpoints in the Advisory Fee (or to household accounts for purposes of calculating the Advisory Fee) as the rate of the Advisory Fee will decrease as the assets in a client’s Account (or household accounts) increase. IA-Reps have different practices for negotiating client account fees and there is no guarantee that the fee schedule for your account will include breakpoints or that your account will be aggregated with other accounts for the purpose of calculating the Advisory Fee for your account. Moreover, the Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Advisory Fee will vary among IA-Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. Additional Client Fees Each client Account is subject to an annual fee of $20, which is charged at the end of June, unless the Account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 9 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client Accounts are subject to the following brokerage account termination fees (the “Termination Fees”): • Retirement Accounts - $125 • All Other Accounts (if transferred to a different firm) - $50 Termination Fees are deducted from the Account at termination. The Client Fee does not include Termination Fees. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. If NFS charges a recurring annual fee for any Unsupervised Assets in Accounts within the Programs (such as alternative investments), these fees will be paid by the client and are in addition to the Client Fee. Clients will sign a separate agreement with NFS describing these fees if such investments will be included in a client’s Account. Additional Information about the Advisory Fee As previously described, IA-Reps are compensated with a portion of the Client Fee. The final net compensation received by the IA-Rep is subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA-Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule varies monthly based on the IA-Rep’s earnings in the previous twelve months. The compensation schedule is also impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker- dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company). MI1611_ValianceIAFF 1025 Page 18 of 52  This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth and Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor proprietary programs such as the Programs over other advisory programs. Finally, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. MMLIS incurs various administrative costs associated with offering the Programs. MMLIS keeps and utilizes a portion of the Advisory Fee (an “Administrative Assessment”) to pay for such administrative costs. MMLIS utilizes a fee schedule to determine the amount of the Administrative Assessment and the amount of the Advisory Fee that will be paid to the IA-Rep. The Firm has an incentive program where MMLIS will pay an IA-Rep a larger portion of the Advisory Fee and keep less of the Advisory Fee to cover its administrative costs based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For these purposes, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs) and assets managed by MassMutual Private Wealth & Trust, FSB. The IA-Rep is not entitled to any portion of the Advisory Fee other than that portion determined by MMLIS in its sole discretion after application of the compensation schedule and Administrative Assessment. These incentive programs create a conflict of interest and incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. In addition, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, these incentive programs do not take into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, pursuant to this incentive program, certain IA-Reps are paid almost all of the Advisory Fee. MMLIS does not utilize an Administrative Assessment for the products and services it offers other than for the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS. The Administrative Assessment creates an incentive for MMLIS to recommend these advisory programs (including the Programs) to clients over third-party advisory programs and other types of accounts or services offered by MMLIS. MI1611_ValianceIAFF 1025 Page 19 of 52  Other Fees and Expenses The Client Fee does not include certain other fees and charges such as any fees imposed by the SEC, fees resulting from any special requests client may have, fees or commissions for securities transactions (including without limitation dealer mark-ups or mark-downs) that are not executed through MMLIS and cleared by the Custodian, or costs associated with temporary investment of client funds in a money market account. In addition, when applicable, NFS charges additional miscellaneous fees (including, but not limited to, ACAT fees and IRA maintenance fees). Fees will not be charged on the basis of a share of capital gains or capital appreciation of a client’s funds or any portion of a client’s funds. Other costs that are charged to the client, when applicable, and that are not part of the Client Fee include spreads paid to market-makers, exchange fees, and other fees and charges customary to securities brokerage accounts. The Client Fee also does not include the internal management, operating or distribution fees or expenses imposed or incurred by a mutual fund, ETF or alternative investment held in a client’s Account or as an Unsupervised Asset. If a client’s assets are invested in any mutual funds, ETFs, pooled investment vehicles, or alternative investments, in addition to the Client Fee, client will incur the internal management and operating fees and expenses, which may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client’s assets) and other fees and expenses that may be assessed by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. Further information regarding charges and fees assessed are discussed in the appropriate prospectus, private placement memorandum, annual report, other disclosure document and/or custodial agreement applicable to the corresponding investment vehicle (“Disclosure Documents”). Clients should review the Disclosure Documents of the mutual funds, ETFs, UITs, and alternative investments, if any, held in their Account. As indicated above, the Firm also serves as the broker-dealer for client Accounts under the Programs. The Firm earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to the mutual funds. When these mutual funds are held in a client Account, the 12b-1 fees are paid by the client as a shareholder in the underlying funds. This compensation to the Firm from such mutual funds is in addition to the advisory and other fees the Firm receives under the Programs. This compensation creates a financial incentive for the Firm to recommend for clients to invest in mutual funds that pay 12b-1 fees. In order to mitigate this conflict, when available, the Firm seeks to offer share classes of mutual funds that do not have 12b-1 fees. In addition, the Firm instructs NFS to rebate the 12b-1 fees directly to such client Account. More information regarding these fees and other charges assessed by mutual funds may be found in the applicable mutual fund prospectus. In order to effectuate trades under the Programs, clients need to establish a brokerage account through the Firm with the Custodian, which will act as clearing firm and custodian for clients’ assets under the selected Program. Accordingly, it is expected that Envestnet will place transactions for the purchase and/or sale of securities and other investments for client’s Accounts through MMLIS which will be cleared by the Custodian. However, if Envestnet reasonably believes in good faith, and consistent with applicable fiduciary standards, that another broker or dealer will provide better execution considering all factors including the net price, a broker other than the Custodian can be used for execution. In such instances, the client will be subject to transaction costs and fees that are in addition to the Client Fee. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular trade but are not disclosed separately in the trade confirmation. Please see the Envestnet Brochure for information on how trades are sent or directed to the Custodian or other broker-dealers. Clients should also review MMLIS’s Step-Out Trading Disclosure which includes additional information, and a list of the Sub-Managers used in other MMLIS advisory programs that engage in step- out trading (available at https://compass.massmutual.com/api/public/assets/file/ blt1880b584f0844a72. When possible, Envestnet may aggregate transactions from different client accounts to improve the quality of the execution. When transactions are aggregated, the actual prices applicable to the aggregated transaction will be averaged, and the account will be deemed to have purchased and sold its proportionate share of the securities involved at the MI1611_ValianceIAFF 1025 Page 20 of 52  average price obtained. When trades are not aggregated, clients will not benefit from lower transaction per share costs that often occur as the result of aggregating trades. Trustees may also charge retirement accounts subject to Title I of ERISA (ERISA Accounts) additional fees. Payment of Fees and Expenses Upon acceptance of the Brokerage Agreement, the Program Agreement and the Account being funded at the “Required Account Opening Amount,” which is the greater of (i) an amount at or above the Program minimum, unless waived by the Firm, or (ii) an amount at or near the investment amount identified in the ISP which was agreed upon between the client and the IA-Rep, clients pay an initial Client Fee that is based on the initial market value of the Account. The first payment is prorated to cover the period from the date the Account is opened through the end of the current calendar month. Thereafter, the monthly Client Fee is paid at the beginning of each calendar month for such month. The monthly Client Fee is based on the fair market value of the assets in the Account on the last business day of the preceding calendar month as calculated in accordance with the Program Agreement and as described above. Please see Item 5 below for information about the Program minimums. Clients also are subject to a Client Fee for any additional lump sum contribution(s) in a calendar month equal to or greater than $10,000. Such clients will pay for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution equal to or greater than $10,000. Payment of the Client Fee will be made in the month following any such contribution and will be based on the amount of the contribution. Clients may withdraw assets from their Account at any time, subject to the usual and customary settlement procedures. All withdrawals are first funded from the amount in the client’s cash sweep option. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied by redeeming securities in the client’s Account. Withdrawals may have tax consequences such as capital gains taxes, the sale of securities or other assets in or outside of the cash sweep option may trigger a taxable event, to which capital gains (or other) taxes apply. Envestnet will rebalance the Account back toward the selected asset allocation, thus triggering a possible taxable event. MMLIS will adjust or refund Client Fees paid by client that are attributable to partial withdrawals equal to or greater than $10,000 that client made during any calendar month. MMLIS will refund such clients for that portion of the ongoing monthly Client Fee that relates to the number of days remaining in the calendar month on the date of a partial withdrawal equal to or greater than $10,000. Payment of such refund will be made in the month following any such withdrawal and will be based on the amount of the withdrawal. If an Account is terminated, MMLIS will refund to clients a pro rata portion of any pre-paid, but unearned Client Fee for the current month. The amount refunded to clients will be based on the number of days remaining in the month after the date of termination. Clients pay the Client Fee and other applicable fees and expenses under the selected Program by instructing NFS through the Program Agreement to automatically debit the Client Fee, and applicable fees and charges (collectively “Expenses”), from their Account. The amount debited to pay the Expenses under the selected Program will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. Envestnet will automatically rebalance a client’s Accounts if payment of the Expenses under a Program causes the client’s cash sweep option and other cash balances to fall below the percentage threshold (and if the dollar threshold is met) and/or to cover any Account debit balances. If this occurs, the remaining amount of the Expenses and/or Account debit balances that cannot be covered by assets in the cash sweep option will be paid by redeeming shares of Securities in the client’s Account. In such cases, the client may face a taxable event, to which capital gains (or other) taxes may apply. Clients should consult with a qualified independent tax advisor. MI1611_ValianceIAFF 1025 Page 21 of 52  Termination The Program Agreement will continue in effect until terminated by either the client or the Firm in accordance with the termination provisions of the Program Agreement. MMLIS may terminate the Program Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, the Firm may retain amounts in a client’s Account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS MMLIS generally provides investment advisory services to individuals, high net worth individuals, various types of business organizations, pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts and different types of retirement accounts, including SEP, Simple, and traditional IRAs. In addition to the required Program Agreement, Brokerage Agreement and completed. some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an Account. The Brokerage Agreement governs the brokerage services provided by MMLIS in connection with a client’s participation in a Program. The minimum initial funding to open an Account in the Programs, unless the minimum is waived, is $5,000. Particular Investment Options may have higher minimum requirements which the Firm cannot waive. As a result, clients may not be able to invest in a particular Investment Option if the amount to be invested in the Investment Option would be less than the Investment Option minimum. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. Clients should speak to their IA-Reps for information about the investment minimums for any Investment Option. Accounts cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds. Initial asset value less than the Required Account Opening Amount will not be managed under the selected Program but will be placed in the cash sweep option until the asset value reaches the Required Account Opening Amount. Once the Required Account Opening Amount is reached, client assets will then be invested in accordance with client’s selected Portfolio. If an Account falls below the account minimum requirement at any time and for any reason, the Firm may, in its discretion, close the Account and transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm on its brokerage accounts. Clients may make additional contributions to their Accounts at any time. Clients may fund contributions to a Program with cash or securities. Additional contributions are allocated initially to the cash sweep option and will remain there until a client’s Account is rebalanced or the cash allocation in client’s Account exceeds certain parameters. Clients should be aware that it can take at least one business day for new or additional contributions to be available for investment. As a result, executions of trade orders can occur at prices that are significantly different from the market price at the time of a contribution. Please see the Envestnet Brochure for more information. If a client contributes securities to an Account, the Firm and Envestnet have the right to liquidate those securities holdings in their sole discretion. Clients should be aware that a reasonable amount of time is necessary for the Firm to execute such trades. Clients should consider the cost, if any, of sales charges previously paid or to be paid upon such redemption, which are in addition to the Client Fee paid under the applicable Program. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor before making anyredemptions. MI1611_ValianceIAFF 1025 Page 22 of 52  If a client owns shares of a security outside of a Program that can be accepted into a Program and wants to transfer such shares into a selected Program, Envestnet will rebalance the client’s Account, if necessary, at the next rebalancing. This means that if all of the shares of the securities cannot be transferred into the Program without causing the client’s Account to be out of balance with the selected asset allocation for client’s Account, those shares that would cause the client’s Account to be out of balance will be sold by Envestnet at its discretion. The proceeds of the sale will be used to purchase other securities in accordance with the Account’s asset allocation. MMLIS and Envestnet retain the right to liquidate any securities transferred in-kind into your Account. Since transferring shares of a security held outside the Program into the Program may trigger sales of securities in the Account, such transfers may result in a taxable event in which capital gains or other taxes apply. Clients therefore should consult with a tax professional before initiating the transfer. Transferring securities held outside the Program into the Program may result in a taxable event to which capital gains or other taxes apply. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION Selection of Available Investment Options MMLIS, through the MMLIS WMIT, selects the asset classes (as defined by Morningstar), and the limited universe of mutual funds and ETFs to be available in the Programs. MMLIS uses an objective, systematic, rules-based quantitative screening process to identify mutual funds and ETFs for further evaluation. MMLIS utilizes additional qualitative and/ or quantitative reviews to determine which of these mutual funds and ETFs should be Investment Options in the Programs. MMLIS also seeks to provide ETFs and mutual funds that span the most widely used benchmarks in each asset class category. MMLIS selects the mutual funds and ETFs to be available in the Programs based on its own due diligence and the research of third parties (including Envestnet). MMLIS considers a variety of factors including management, longevity, performance, compliance, and operations. MMLIS will monitor the mutual funds and ETFs (using its own research and the research of third parties), including as it relates to available share classes. At any time at its discretion, MMLIS may direct Envestnet to remove and replace a mutual fund or ETF from Client Accounts and remove a mutual fund or ETF as an Investment Option in the Programs. MMLIS will select the replacement mutual fund or ETF. For information regarding the mutual funds and ETFs available under a Program, including any associated fees, please read the prospectus of each particular mutual fund and ETF. MMLIS will also select and monitor any Models and SMA Models that become Investment Options in the Programs. Notwithstanding MMLIS’s review process, clients should be aware that investing in the Investment Options is subject to market risk and possible loss of principal. Services Provided by IA-Rep Client’s IA-Rep will assist the client in selecting Investment Options for the client’s Account. The IA-Rep may discuss with the client various factors, including but not limited to client preferences, any additional fees and charges, performance history, and any account minimum requirements when making a recommendation. When appropriate, IA-Reps may also assist clients in determining whether existing Investment Options should be replaced. Client’s IA-Rep may discuss some or all of the foregoing factors with the client in order to assist the client in making an appropriate decision. The IA-Rep will be able to change or add Investment Options without a client’s approval. When Models and SMA Models are available Investment Options, adding a Model or SMA Model to a Client’s Account can cause the Client Fee to increase. The IA-Rep cannot, however, change an Investment Option if such would be inconsistent with the Investment Objective for client’s Account identified in the ISP and SIS. The client must approve any changes to the Investment Objective. MI1611_ValianceIAFF 1025 Page 23 of 52  Additional Information IA-Rep Prerequisites In order to become an IA-Rep of the Firm and provide services to clients under a Program on behalf of the Firm, the IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Brochure. In addition, each of the Programs have different licensing requirements. Once an IA-Rep has been approved to provide advisory services under a Program, the IA-Rep must annually certify that the IA-Rep continues to comply with the Firm’s policies and procedures. If an IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by the Firm to another qualified IA-Rep, who will service client’s account on the Firm’s behalf. Clients will be informed if their account is assigned to another IA-Rep. Due Diligence on Envestnet The Firm conducts due diligence on Envestnet, generally on an annual basis. The due diligence includes a review of Envestnet’s organization, personnel, investment philosophy, investment process (asset allocation and investment selection), due diligence process, performance, and back office. The annual due diligence may include site visits to some of Envestnet’s offices. The Firm does not calculate Envestnet’s investment performance, or review its performance information in order to determine or verify i) its accuracy or compliance with any presentation standards, or ii) if such information is calculated on a uniform or consistent basis. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS As described in Item 4, the information that a client supplies to the IA-Rep, the Investment Questionnaire, the SIS and any other documentation provided by the client is used by the Firm and its IA-Reps to provide clients with investment advisory services under each Program. The Firm also makes available such information to Envestnet so that Envestnet may fulfill its obligations under the Programs as described in Item 4 of this Brochure and in the Envestnet Brochure. A client has the obligation to inform the IA-Rep of any change in their financial and personal circumstances that may have a material impact on the management of their Account. Any updated information that they provide may also be shared with Envestnet. Clients have the opportunity to impose reasonable investment restrictions applicable to their assets in any of the Programs by identifying them on the SIS. The Firm will forward any investment restrictions requested by the client to Envestnet for review. Investment restrictions must be reasonable, as determined by MMLIS and Envestnet. and must be complete and consistent with applicable law. MMLIS and Envestnet will observe the investment restrictions that a client provides in the SIS, if deemed reasonable; provided that Envestnet reserves the right to seek further direction from the client through the Firm before any such investment restrictions are observed. Clients may impose new, or modify any existing, investment restrictions on the investments in their Account at any time by contacting their IA-Rep. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients have access to their IA-Rep for information on their Account. IA-Reps will also accept inquiries from clients about MMLIS and Envestnet (and Sub-Managers, when Models and SMA Models are available Investment Options) as well as each of their roles under each Program and coordinate the provision of responses to clients. MI1611_ValianceIAFF 1025 Page 24 of 52  ITEM 9. ADDITIONAL INFORMATION Disciplinary Information MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of the Firm who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by the Firm. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1- 305(a)(vii) for a failure to reasonably supervise an agent of the Firm. The Order directed the Firm to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1- 101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that the Firm failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that the Firm failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that the Firm failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, the Firm consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how the Firm will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered MI1611_ValianceIAFF 1025 Page 25 of 52  representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third-party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance MI1611_ValianceIAFF 1025 Page 26 of 52  to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MI1611_ValianceIAFF 1025 Page 27 of 52  MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. MATERIAL RISKS Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Account under a Program due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by participating in a Program. Clients should read carefully a copy of the current prospectus, or other disclosure documents, associated with the Investment Options prior to investing. When Models and/or SMA Models become available in the Programs as Investment Options, clients should read carefully a copy of any applicable Sub-Manager Brochure prior to investing in a Model or SMA Model. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with their respective Investment Options. The investment returns on a client Account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in a Program. The Firm and its IA-Reps do not provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. To some extent, MMLIS relies on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios to clients. Please refer to Item 4 for a description of our services and the services provided by third-party investment advisers and money managers. When reviewing third-party investment advisers and money managers, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance of investment advisers and money managers, initially and on an ongoing basis, in an attempt to determine if that investment adviser or money manager has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with or following the recommendations of a third-party manager who has been successful in the past is that they may not be able to replicate that success in the future. Third-party managers may themselves utilize third-party research as the basis for their investment recommendations under these programs. While there is a limited range of investments in which a client’s Account may be invested in the Programs, there is a very wide range of risks to which a client’s assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which Accounts may invest. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with the Programs: Your Account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy, and your IA-Rep may recommend a focused or completion allocation primarily to complement an existing investment strategy. All strategies implemented by MMLIS involve a risk of loss that clients should be prepared to bear. MI1611_ValianceIAFF 1025 Page 28 of 52  Acts of God and Geopolitical Risks — The performance of an Account could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on MMLIS, clients, Accounts, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, MMLIS’s ability to source, manage and divest investments, and MMLIS’s ability to achieve clients’ investment objectives, ultimately resulting in significant losses to the Account. In addition, there is a risk that a disruption will significantly impact, or even temporarily or permanently halt, MMLIS’s operations and/or the operations of any underlying portfolio funds and companies. Asset Allocation Risk — Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet the client’s investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. The client’s asset allocation targets typically are not changed unless the client’s circumstances or objectives change. There are risks associated with asset allocation. One such risk is that the client may not participate in sharp increases in a particular security, industry or market sector. Clients with an asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short- term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. Clients with a tactical asset allocation may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of the client’s portfolio vary significantly. There is no guaranty a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation programs. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that the client will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies, but accomplish investment objectives through non- traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but MI1611_ValianceIAFF 1025 Page 29 of 52  not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Closed-End Funds: Interval and Tender Funds — Clients should be aware that closed-end funds available within the Programs may not give investors the right to redeem their shares, and a secondary market may not exist. Therefore, MMLIS may be unable to liquidate all or a portion of shares in these types of funds in an Account. Interval funds will provide limited liquidity to shareholders by offering to repurchase a limited amount of shares on a periodic basis, but there is no guarantee that MMLIS will be able to sell all of the shares in any particular repurchase offer. The repurchase offer program may be suspended under certain circumstances. Tender funds typically invest in private securities, private placements, or other investments that have low to no liquidity. Unlike interval funds, tender funds are not obligated to offer to repurchase shares. Tender Funds have specific redemption dates (i.e., quarterly), which are announced approximately three weeks before the tender trade date. MMLIS can only place sell orders on the actual tender date. Clients should be aware that MMLIS will continue to charge advisory fees on assets invested in Interval and Tender Funds even during periods of limited liquidity. Convertible and Preferred Securities — Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible securities may be more sensitive to changes in interest rates than stocks. Convertible securities may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due. Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as to perceptions of the creditworthiness and business prospects of individual issuers. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. An Account that deals with counterparties in the investment of its assets may be subject to credit risk, including Accounts that invest in private credit (credit not issued by a bank or traded on the public markets). Cryptocurrency Exchange-Traded Products — The SEC has approved certain cryptocurrency exchange-traded products (“ETPs”) that are listed and traded on national securities exchanges. Currently, the approved ETPs hold Bitcoin or Ethereum as the underlying cryptocurrency. Cryptocurrencies are not legal tender in, and are not backed by the government of, the United States. The value of cryptocurrencies can be highly volatile as the prices are based on supply and demand and their perceived value, which are subject to change. Because cryptocurrency ETPs hold only the underlying cryptocurrency and cash, an investment in the ETPs may be more volatile than an investment in a more-broadly diversified portfolio. Various factors might cause the price of cryptocurrencies to drop precipitously, including, but not limited to, changes in preferences for competing cryptocurrencies, regulatory changes, technological issues, and malicious activity. For example, the price of cryptocurrencies might be affected by a decline or cessation in the adoption and use of cryptocur- rencies; the lack of expansion of cryptocurrencies into retail and commercial markets; or market participants developing a preference for particular cryptocurrencies. In the United States, cryptocurrencies are not subject to federal regulation, although they might be regulated by state regulatory authorities. It is possible that the federal government or additional state regulatory authorities adopt laws and regulations that affect cryptocurrencies and their users. In addition, crypto- currencies trade on largely unregulated exchanges that are not subject to the same regulatory guardrails as regulated exchanges; can be subject to greater risk of fraud (e.g., potential market manipulation) and failure than regulated exchanges; and might not be required to protect customers or their markets to the same extent as regulated exchanges. In addition, exchanges are susceptible to service interruptions and cybersecurity threats and breaches, which can result in the theft or loss of cryptocurrencies and a decline in the value of cryptocurrencies. Depositary Receipts Risk — Depositary receipts, such as ADRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject MI1611_ValianceIAFF 1025 Page 30 of 52  to many of the risks associated with investing directly in foreign securities, including among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. Duration Risk — Longer-term securities in which an Account may invest tend to be more volatile than short-term securities. A Portfolio with a longer average portfolio duration is more sensitive to changes in interest rates and therefore may experience greater volatility, than a portfolio with a shorter average portfolio duration. Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. Exchange-Traded Funds (ETFs) Risk — ETFs are typically structured as either open-end mutual funds or as unit investment trusts (UITs) (see separate risk factor. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying securities. ETFs are also subject to risks relating to market trading, including the potential for lack of an active market for ETF shares and significant market disruptions. Although ETF shares are listed on a national securities exchange, it is possible that an active trading market may not develop or be maintained, particularly during times of severe market disruption. If ETF shares need to be sold when trading markets are not properly functioning, they may be sold at a significant discount to their net asset value (NAV), or it may not be possible to sell them in the secondary market. Market and other disruptions also make it difficult for the ETF to accurately price its investments, thereby affecting the ETF’s price and performance. Similarly, an exchange or other markets may issue trading halts on specific securities or derivatives, which will affect the ability of the ETF to buy or sell certain securities or derivatives. In such circumstances, the ETF may be unable to rebalance its portfolio or accurately price its investments and may incur substantial trading losses. ETFs that seek to track the performance of a specified underlying index (“index ETFs”) are not actively managed and the investment advisers of such ETFs do not attempt to take defensive positions in declining markets. Therefore, Index ETFs may be subject to greater losses in a declining market than a fund that is actively managed. ETF shareholders will bear a proportionate share of the ETF’s expenses, including, as permitted by applicable law, certain management and other fees contained in that ETF’s prospectus. Financial Risk — Excessive borrowing to finance a business’s operations may limit profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in a declining market value and even bankruptcy. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, a Portfolio’s value may fluctuate, and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the Account. Investment Company Risk — When a Portfolio invests in an investment company, including mutual funds, closed- end funds, UITs and ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Portfolio may be subject to additional or different risks than if the Portfolio had invested directly in the underlying investments. For example, the lack of liquidity in an ETF could result in its value being more volatile than that of the underlying Portfolio securities. Closed-end investment companies issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. As a result, a closed-end fund’s share price fluctuates based on what another investor is willing to pay rather than on the market value of the securities in the fund. Investment Style Risk — A Portfolio’s strategy may underperform other sectors of the markets or the markets as a whole. Leverage Risk — A pooled investment vehicle (e.g., mutual fund, ETF, etc.) may borrow money (and/or establish a line of credit) to provide for opportunistic asset allocation, facilitate payments on withdrawal and to remain fully invested in MI1611_ValianceIAFF 1025 Page 31 of 52  anticipation of future contributions. Additionally, a pooled investment vehicle may enter into various derivatives (such as options, futures and swaps) that have implicit or internal leverage in that the notional value of the derivative instrument is much larger than the cash needed to establish and maintain the derivative instrument. Although leverage will increase the pooled investment vehicle’s investment return if the investment purchased with borrowed funds earns a greater return than the interest expense the pooled investment vehicle pays for the use of those funds, the use of leverage will decrease the return on the pooled investment vehicle if the pooled investment vehicle fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the pooled investment vehicle, especially in times of a “credit crunch” or during general market turmoil. Market Risk — The market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Market risk includes prices dropping in reaction to both tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events (see “Acts of God and Geopolitical Risks” above). Money Market Funds Risk — An investment in money market funds not a bank deposit nor is it insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the money market fund seeks to maintain a constant price per share of $1.00, client may lose money by investing in the money market fund. The money market fund may experience periods of heavy redemptions that could cause the money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. This could have a significant adverse effect on the money market fund’s ability to maintain a stable $1.00 share price, and, in extreme circumstances, could cause the money market fund to suspend redemptions and liquidate completely. Portfolio Turnover Risk — To the extent that a Portfolio buys and sells securities frequently, such activity may result in increased brokerage or other higher transaction costs and additional capital gains tax liabilities. These costs affect the Portfolio’s performance. To the extent that a Portfolio invests in an underlying fund, the Portfolio will have no control over the turnover of the underlying fund. In addition, the withdrawal of a Portfolio from an underlying fund could involve expenses, such as redemption fees, to the Portfolio under the terms of the Portfolio’s investment. Privately Placed and Restricted Securities Risks — An Account’s underlying investments may also include privately placed securities, including private equity funds, hedge funds, and real estate funds, which are subject to resale restrictions. It is likely that such securities will not be listed on a stock exchange or traded in the OTC market. These securities will have the effect of increasing the level of an Account’s illiquidity to the extent the Account may be unable to sell or transfer these securities due to restrictions on transfers or on the ability to find buyers interested in purchasing the securities. The illiquidity of the market, as well as the lack of publicly available information regarding these securities, may also adversely affect the ability to arrive at a fair value for certain securities at certain times and could make it difficult for the Account to sell certain securities (or to sell such securities at the prices at which they are currently held). Furthermore, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that might be applicable if their securities were publicly traded and/or listed on a stock exchange. Clients will continue to pay an ongoing Client Fee for these assets, as long as they remain in the Account, including during periods where MMLIS is unable to redeem such investments. An Account may be obligated to pay all or part of the legal and/or other fees incurred in negotiating the purchase and or sale of a private placement security. When registration is required to sell a security, an Account may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the account may be permitted to sell a security under an effective registration statement. If adverse market conditions developed during this period, an Account might obtain a less favorable price than the price that prevailed when the Account decided to sell. REITs Risk — REITs are trusts that invest primarily in commercial and/or residential real estate or real estate-related loans. Investments in REITs are subject to the same risks as direct ownership of real estate and mortgages, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. In addition to default, underlying loans may be subject to prepayments that occur later or earlier than expected and such loans may also include so-called “subprime” mortgages. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. The MI1611_ValianceIAFF 1025 Page 32 of 52  value of REITs will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. Reliance on Technology; Cybersecurity Risk; Back-up Measures — MMLIS’s operation is dependent on various computer and telecommunications technologies, many of which are provided by or are dependent upon third parties such as data feed, data center, telecommunications, or utility providers. The successful deployment, implementation, and/or operation of such activities and strategies, and various other critical activities, could be severely compromised by system or component failure, telecommunications failure, power loss, a software- related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on clients, including by preventing MMLIS and Envestnet from trading, modifying, liquidating, and/or monitoring its clients’ investments. In addition, clients should be aware of the risk of attempted cyber- attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to MMLIS’s interconnectivity with third-party vendors, central agents, exchanges, clearing houses, and other financial institutions, MMLIS could be adversely impacted if any of them is subject to a cyber-attack or other information security event. Although MMLIS takes protective measures and endeavors to modify its operations as circumstances warrant, computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. MMLIS has certain backup measures in place for such disruptions, but no assurance can be given that these plans will be realized, or that, in particular, MMLIS would be able to resume operations following a business disruption. Structured Investments Risk — Structured notes are types of derivative securities whose value is determined by reference to changes in the value of specific securities, currencies, interest rates, commodities, indices, or other financial indicators (the “Reference Instrument”), or the relative change in two or more Reference Instruments. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference Instrument(s). Structured notes may be positively or negatively indexed, so the appreciation of the Reference Instrument may produce an increase or decrease in the interest rate or value of the security at maturity. The terms of the instrument may be “structured” by the purchaser and the borrower issuing the note. For example, the terms of a structured note may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured notes may present additional risks that are different from those associated with a direct investment in fixed income or equity securities because the investor bears the risk of the Reference Instrument(s). For example, structured notes may be more volatile, less liquid, and more difficult to price accurately and subject to additional credit risks. Structured Certificates of Deposit (“CDs”) that are insured by the FDIC are subject to applicable FDIC limits. An Account that invests in structured notes could lose more than the principal amount invested. Unit Investment Trusts (UITs) Risk — A UIT is an SEC-registered investment company composed of an unmanaged portfolio in which the investor has an undivided ownership in the underlying securities. Many ETFs are structured as UITs (refer to “Exchange-Traded Funds Risk” above). The market value of a UIT largely depends on the value of the portfolio securities it holds. As the value of those securities changes, generally so will the value of the UIT, which can result in a loss of investment. Assets invested in UITs may be diluted if the size of the portfolio is increased as units are sold. Additionally, a UIT’s issuer may be unwilling or unable to declare dividends in the future, or may reduce the level of dividends declared, resulting in a reduction in value of the units. U.S. Government Securities Risk — U.S. Government securities are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources. MI1611_ValianceIAFF 1025 Page 33 of 52  Other Financial Industry Activities and Affiliations The Firm is registered with the SEC as an investment adviser and a broker-dealer, and its principal officers are registered as IA-Reps and/or registered representatives (“RRs”) of the Firm. In its capacity as a broker-dealer, the Firm sells variable insurance products and general securities, including, but not limited to, stocks, bonds, municipal and government securities, and mutual funds to the public. The products available through the Firm include products issued by our affiliated insurance companies as well as those issued by unaffiliated issuers. As part of this business, the Firm, through its RRs who may also be IA-Reps, provides to clients a broad range of securities brokerage services which may include clients who participate in the Programs. The Firm, as a broker-dealer, effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or investment products in which the Firm or its officers, directors, employees or RRs have a financial interest or may themselves purchase or sell. Clients should be aware that compensation earned by the Firm and its RRs vary by product and by issuer. Therefore, the Firm and its RRs may receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm. The following describes the relationship or arrangement that the Firm has with its affiliates and other nonaffiliated companies that may be material either to the advisory business of the Firm or to clients. Broker Dealers, Other Investment Advisers and Investment Companies MMLIS’s management persons, including its directors and executive officers, are RRs and/or associated persons of MMLIS. Management persons may also be registered or associated with the Firm’s affiliated broker- dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s RRs and IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. Please see Item 4 – “Securities Backed Lending Programs” in this Firm Brochure for information about other conflicts associated with using advisory accounts as collateral. MMLIS’s RRs are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer capacity or investment adviser capacity. MassMutual Holding LLC is the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. MI1611_ValianceIAFF 1025 Page 34 of 52  Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Affiliated Funds may also be available as underlying investments in a Model or SMA Model when Models and SMA Models become available in the Programs. When an Affiliated Fund is an underlying investment in a Model or SMA Model, MMLIS and/or one of its affiliates receives a financial benefit. When Affiliated Funds are held in qualified retirement plan accounts and IRAs the account will not be charged the Execution, Clearing and Custody Fee or the Advisory Fee for the portion of the account invested in the Affiliated Funds. The account will be charged any other applicable fees. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict of interest by disclosing it to clients. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Investment products advised and/or distributed by one or more Invesco entities may be available as underlying investments in a Model or SMA Model when Models and SMA Models become available in the Programs. With regard to the selection of Investment Options for the Programs or in Program Accounts, this conflict of interest is mitigated because the MMLIS WMIT and IA-Reps, as applicable, do not receive any more or less compensation for selecting these investments as Investment Options for the Programs or for Accounts in the Programs. Clients cannot purchase Invesco common stock as an investment for their Account. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MMLIS owns MML Insurance Agency, LLC (“MMLIA”), a Massachusetts limited liability company which has authority to sell life, health and annuity products. Variable products available through MMLIA are recommended to clients only in MMLIS’s broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the Advisory Fee and overall compensation, including the Growth Bonus. The referral fee and these incentive programs create a conflict of interest and an incentive for IA- Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this Brochure. MI1611_ValianceIAFF 1025 Page 35 of 52  Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the Programs. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’s clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives additional compensation in the form of revenue- sharing payments from NFS as described below and in Item 4 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives revenue sharing payments from NFS for investments in mutual fund shares in NFS’ NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, the Firm, as a broker-dealer, also earns 12b-1 fees from certain mutual funds for providing distribution and/or administrative services to mutual funds (which are credited back to clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers custodied with NFS over the previous year (including the assets in the Programs), excluding certain assets that were already custodied with NFS, and maintaining a certain amount of accounts and assets that MMLIS customers custody with NFS (including the accounts and assets in the Programs). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the Programs, over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with IA-Reps. MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’ services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 9. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the Programs) for which MMLIS receives compensation from NFS over advisory programs (such as third-party programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. MI1611_ValianceIAFF 1025 Page 36 of 52  Relationship with Envestnet In addition to the advisory business relationship between Envestnet and the Firm as described in Item 4 above, MMLIS has entered into other agreements with Envestnet and Envestnet affiliated investment advisers to offer other advisory programs. Please contact MMLIS or your IA-Rep for additional information about such programs. Envestnet also provides research and other technology services to MMLMIS for a separate fee. Furthermore, Envestnet and, if applicable, its affiliates and subsidiaries, from time to time pay fees to attend Firm sponsored sales and/or training conferences. In 2023, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2024. Representatives from Envestnet and, if applicable, its affiliates and subsidiaries, generally network with and provide training to IA-Reps and the Firm’s personnel at these conferences. The fees received by the Firm are generally used to offset expenses associated with hosting conferences and other expenses, and are not paid directly to IA-Reps. While IA-Reps do not receive a portion of these fees, IA-Reps may be more likely to recommend the Programs, other Envestnet advisory programs, or products offered through Envestnet’s affiliates or subsidiaries that are accessible through the Firm, to prospective clients because of the education and the exposures that IA-Reps receive on such services and products. Envestnet’s parent company, Envestnet, Inc., was acquired by affiliates of vehicles managed or advised by Bain Capital Private Equity, LP, a private equity firm, and certain minority co-investors on November 25, 2024. The minority co-investors include strategic partners BlackRock, Fidelity Investments, Franklin Templeton, and State Street Global Advisors. Due to their ownership interest, Envestnet has an incentive to make the investment products offered by BlackRock, Fidelity Investments, Franklin Templeton and State Street Global Advisors available on its platform and to grant these investment products with an approved research status. Envestnet also has an incentive to work with these companies to create new investment products to offer on its platform. Clients should review the Envestnet Brochure for additional information about Envestnet’s ownership structure and related conflicts. Compensation for IA-Reps As previously discussed, MMLIS utilizes compensation schedules to calculate the overall compensation paid to IA- Reps for their work associated with the Programs and other offerings at MMLIS. The compensation schedule is impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For these purposes, the relevant advisory fees are those earned across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the Program) and Trust Accounts. It also creates an incentive for IA-Reps to favor these proprietary advisory programs over other advisory programs. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 million or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. MMLIS also has an incentive program where an IA-Rep will receive a larger portion of the Advisory Fee based on total client assets attributable to that IA-Rep or the IA-Rep’s team. For this purpose, the total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). This incentive program creates a conflict of interest and an incentive for IA-Reps to recommend these proprietary advisory programs (including the Programs) to clients over other types of accounts or services offered by MMLIS. This conflict of interest applies to both the initial recommendation to open an Account in a Program and to make subsequent contributions to such Account. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. The Firm addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take MI1611_ValianceIAFF 1025 Page 37 of 52  into account how the assets in an advisory program are invested. The amount of an IA-Rep’s compensation is not based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. In addition, IA-Reps can earn a Growth Bonus. The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Program), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Program) over Third-Party Advisory Programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. Certain IA-Reps of the Firm are also affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with the Firm (“Third-Party Adviser”). In that respect, such IA-Reps may offer investment advisory programs through both the Firm and the Third-Party Adviser. The compensation that they receive from the Third-Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from the Firm. While the investment advisory programs made available by the Third-Party Adviser may differ materially from the programs made available by the Firm, the IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of the Firm in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to the Firm and/or its advisory clients. To prevent and detect violations of the Code, the Firm reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this Brochure for our contact information. The Firm (including the IA-Rep), and/or its affiliates, may have investment responsibilities, render investment advice to, and perform other investment advisory services for, other individuals and entities (“Other Accounts”). Clients should be aware that the Firm and its affiliates, and their respective partners, directors, trustees, officers, agents, IA-Reps and employees may buy, sell or trade in any securities for their respective accounts (“Affiliated Accounts”) or Other Accounts. MI1611_ValianceIAFF 1025 Page 38 of 52  The Firm (including IA-Reps) and its affiliates may give advice or exercise investment responsibility and take such other actions with respect to Other Accounts and Affiliated Accounts which may be similar to, differ from, or contradict, the advice given, or the timing or nature of action taken with respect to clients’ Account(s). Additionally, Other Accounts and Affiliated Accounts may at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which client’s Account may have an interest from time to time, whether in transactions which involve client’s Account or otherwise. The Firm shall have no obligation to purchase for client’s Account a position in any investment which Other Accounts or Affiliated Accounts may acquire, and that the client shall have no first refusal, co-investment or other rights in respect of any such investment. MMLIS does not affect any principal or agency cross securities transactions for client accounts. The Firm will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys securities from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that the Firm may recommend for purchase or sale by its clients. In connection with providing these services, the Firm and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Firm and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should the Firm or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. Review of Accounts Services Provided by the Firm The Firm, through the IA-Reps, will be available during business hours to answer any questions that the client may have regarding their Account and/or to provide client services related to client’s Account. The Firm will notify clients in writing at least quarterly to contact the Firm if there have been any changes in their financial situation or investment objectives that might affect the manner in which their Account assets should be managed, and whether they wish to add, or modify any existing, investment restrictions imposed on the investments in their Account, or whether there have been any changes in their investment objectives that might affect the manner in which their assets should be managed. MMLIS may terminate the Program Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. The Firm, or the IA-Reps, will also contact clients at least annually to review each client’s Account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s Account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the Account. Additionally, the Firm and Envestnet monitors the activities of client Accounts on a periodic basis. The Firm will notify the IA-Rep and/ or the IA-Rep’s supervisor regarding an Account, or to take any corrective actions as required by the Firm’s policy, where appropriate. MI1611_ValianceIAFF 1025 Page 39 of 52  The IA-Rep is available on an ongoing basis to discuss the client’s participation in the selected Program or the client’s investments in general. Services provided by Envestnet On an ongoing basis, Envestnet maintains the software utilized to generate the ISP and SIS. Additionally, Envestnet has an ongoing responsibility for implementing securities trades in your Account according to the instructions from your IA-Rep or MMLIS (and according to any Models and SMA Models that become available in the Programs). Envestnet shall also observe any client-imposed investment restrictions that Envestnet has accepted. Envestnet has the authority to make securities trades through NFS in client’s Account as necessary to fulfill its obligations under the Programs. This includes the authority to make appropriate Investment Option and securities replacements and Portfolio changes as described herein. The client will be notified of such changes through confirmations and account statements from the Custodian. Clients do not have the ability to opt out of this aspect of the Programs. Cash Allocation and Rebalancing Cash Allocation. The Portfolios are designed to maintain a minimum cash allocation in the cash sweep option to facilitate administration of the investment portfolio, including, but not limited to, trading and fee collection. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the changing of Investment Options, processing of client contributions or withdrawals, or during the initial investment of a client Account. If the amount of a client’s Account invested in the cash sweep option varies beyond a determined maximum cash allocation, then the client’s Account will have purchases made into other positions in the client’s allocation. Each of Envestnet and MMLIS has the right to invest cash into other positions in the allocation to resolve for drift in the assets invested in the cash sweep option. Periodic Rebalancing. Envestnet may rebalance a client’s Account at any time at its discretion, which will make the Account’s asset allocation consistent with the Account’s Investment Objective and the applicable asset allocation and concentration parameters. Additionally, unless your IA-Rep selects a different rebalancing frequency, Envestnet reviews Accounts on at least an annual basis to determine if rebalancing should occur. If no trade has taken place in an Account in the last 366 days, Envestnet will initiate a rebalance event. During a rebalance event, additional shares of certain securities may be purchased in the Account and/or shares of other securities may be sold in order to bring the account into closer alignment to the model Portfolio assigned to the account. Depending on the parameters selected by the IA-Rep, it is possible that no trades will occur in an Account during the rebalance event. Redemptions and exchanges resulting from rebalancing a client’s Account may have tax consequences. An IA-Rep can elect to not have a client’s Account automatically rebalance during a particular year, or turn off the automatic rebalancing feature for a client’s Account. The Client Fee and other expenses under each Program are deducted from assets clients have in the cash sweep option (initially, before other assets), as outlined in greater detail in the Program Agreement. By executing the Program Agreement, clients authorize the Custodian to pay the Client Fee and all other fees and charges that are due and payable in a given calendar month under a Program from assets client has in the sweep option. If a client’s sweep option do not have enough cash to pay for the Client Fee, account debit balances or other charges, the Firm will, in accordance with the Program Agreement, sell any assets in Client’s Account it deems appropriate to make such cash available. In such cases, clients may face a taxable event, to which capital gains (or other) taxes may apply. Further details of Envestnet’s ongoing responsibilities under the Programs can be found in the Envestnet Brochure. MI1611_ValianceIAFF 1025 Page 40 of 52  Third-Party Research Reports IA-Reps may provide clients with research reports prepared by third-party companies (“third parties”) that are not affiliated with the Firm. Clients should understand the following: • MMLIS does not prepare, edit or endorse research reports, prepared by third parties (“third-party research reports”). Research is subject to change without notice and MMLIS does not guarantee the accuracy, timeliness, completeness or usefulness of any third-party research report. Third-party research reports are provided for informational and/or educational purposes only and are not intended to provide tax, legal, or investment advice. • Third-party research reports are written without any particular investor or class of investors’ financial situation or needs in mind, and therefore, the information therein should not be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by MMLIS or any third- party. Clients are responsible for determining whether any of the information in a third-party research report is useful or applicable to client based on each client’s unique financial situation or needs. • Neither MMLIS nor any third-party has made any determination that any recommendation, investment or strategy referenced in any third-party research report is suitable or appropriate for a specific client based on a client’s investment objectives and financial situations. • MMLIS is not responsible or liable for any content of a third-party research report, nor is MMLIS liable for losses resulting from the use of any third-party research report. Clients will use third-party research reports only at client’s own risk. Client Statements and Performance Reports NFS will send client statements of all activity in clients’ brokerage accounts on no less than a quarterly basis. Clients can request written confirmations of trades cleared and settled through the brokerage accounts. Clients should carefully review their brokerage account statements and confirmations issued by NFS and contact the Firm or their IA-Rep immediately upon discovery of any errors, discrepancies or irregularities. Clients should contact their IA-Reps to discuss the various performance reporting options that are available. IA-Reps are available to discuss performance reports, Account allocations, Account performance or any other matter relating to a client’s Account. Client Referrals and Other Compensation Additional Compensation Related to Advisory Activities and Referral Arrangements Certain associates of the Firm (Investment Specialists and Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to new assets transferred into MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they may have provided sales support. Clients should be aware that Investment Specialists and Wealth Management Business Development Group have an incentive and a conflict of interest to recommend MMLIS advisory and brokerage accounts and MMLIS Financial Planning services to IA-Reps and/or Clients as potential products over other products and services for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds, ETFs and/or alternative investments that are (a) available Investment Options in the Programs (and/or other MMLIS advisory programs) and/or (b) underlying investments in Models or SMA models that are available Investment Options in the Programs (and/or other MMLIS advisory programs). Certain Strategic Partners are also Sub-Managers in the MI1611_ValianceIAFF 1025 Page 41 of 52  Programs (and/or other MMLIS advisory programs). Strategic Partners are provided with increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our Representatives, and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes Strategic Partners and their products and services in proprietary marketing materials and/or websites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law), and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. In 2024, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: American Funds, Brinker Capital, BlackRock Invesco, Fidelity, BNY Mellon and EQT, in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 million or less than $500,000, except for an alternative fund sponsor that is new to the MMLIS platform paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination, of the following: 1) a percentage of initial and/or additional investment amount made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) other formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MMLIS also has a Conference Partner Program with other investment companies that offer (1) mutual funds, ETFs and/ or alternative investments that are (a) available Investment Options in the Programs (and/or other MMLIS advisory programs) and/or (b) underlying investments in a Model or SMA Model in the Programs (and/or other MMLIS advisory programs), and/or (2) securities backed loans. Certain Sub-Managers are also part of the Conference Partner Program. These investment companies (“Conference Partners”) contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JPMorgan, SEI, Ategenos, Blue Owl, Clark Capital, Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Envestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200,000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust Asset Management as a result of reaching a certain threshold of assets under management by Northern Trust Asset Management belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MI1611_ValianceIAFF 1025 Page 42 of 52  MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, in order of largest contribution to smallest contribution: Jackson National, Equitable, Brighthouse, Prudential, Allianz, Lincoln Financial, Nationwide, Transamerica, Pacific Life, Corebridge Financial and Protective. No company paid more than $5 million These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/ or ETFs that are (a) available Investment Options in the Programs and/or (b) underlying investments in a Model or SMA Model. Certain of the variable annuity issuers or their affiliates could become Sub-Managers. MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that ETF provider. The purchase of this data may result in the ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with the Strategic Partner Program, Conference Partner Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners and other companies that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend the mutual funds, ETFs and alternative products provided by Strategic Partners, Conference Partners and other participating companies over mutual funds, ETFs and alternative products offered by entities that do not make marketing support payments to MMLIS, and to recommend the Strategic Partners, Conference Partners and other participating companies over Sub-Managers that do not make marketing support payments to MMLIS or contribute to or participate in MMLIS conferences or training meetings. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners and other participating companies, and the basis on which the payments are calculated differs among certain of the Strategic Partners, Conference Partners and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (and their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients are invested in the mutual funds, ETFs, Models or SMA Models offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their products to be Investment Options in the Program. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s, Conference Partner’s and other participating companies’ products and services with the Firm’s RRs and IA-Reps. Therefore, these payments create an incentive, and lead to a greater likelihood, for the Firm or its IA-Reps to make available and recommend (or select on a client’s behalf) the mutual fund, ETF or Model of a Strategic Partner or a Conference Partner (or other participating company) over the mutual fund, ETF or Model of another entity, or a Sub-Manager who is a Strategic Partner or a Conference Partner (or other participating company) over other Sub-Managers. These payments are in addition to the fees received by the Firm under the Programs and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified retirement plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or educational activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. MI1611_ValianceIAFF 1025 Page 43 of 52  From time to time, the Firm and its IA-Reps receive other compensation from (i) fund companies that issue mutual funds and ETFs that are Investment Options or underlying securities in a Model or SMA Model in a Program, and (ii) Sub-Managers of Models that are Investment Options in a Program. Such fund companies and Sub-Managers sponsor their own conferences for training and educational purposes, which certain of the Firm’s IA-Reps are invited to attend. In addition to the Firm’s IA-Reps attending these conferences without charge, these fund companies and Sub-Managers also reimburse or pay for the travel and other related expenses incurred by the Firm’s IA-Reps or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by IA-Reps. Some fund companies and Sub-Managers provide free investments tools to IA-Reps. These conferences, reimbursements and access to free investments tools create an incentive for the Firm and the IA-Reps to make available and recommend (or select on a client’s behalf) the mutual funds and ETFs provided by the sponsoring fund companies and the Models managed by the sponsoring Sub-Managers. These fund companies and Sub-Managers may also provide nominal gifts to the Firm’s IA-Reps. The Firm enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through the Firm and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. The Firm enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. The compensation could be monetary or non-monetary, such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between the Firm and the Solicitor. Clients who are referred to the Firm through a Solicitor will be provided with copies of a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest resulting from the relationship between the Firm and the Solicitor, and whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that the Firm pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to the Firm or an IA-Rep to further discuss with the IA-Rep whether the Firm’s investment advisory services, including a Program, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to the Firm or an IA-Rep and may not provide investment advice to prospective clients or the Firm’s clients on behalf of the Firm or the IA-Reps. IAFF-FC Advisors LLC is the Solicitor for all accounts opened within the Programs, and receives a fee in its role as Solicitor for the Programs as described above. IAFF-FC Advisors LLC is an investment adviser affiliated with the International Association of Fire Fighters, a nationwide association of fire fighters and paramedics. Please refer to the solicitor disclosure statement provided in connection with your Account for additional information. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. The Firm and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about the Firm’s advisory services to IA-Reps. The Firm will share a portion of the fees earned by the Firm with Financial Institutions for referring individuals who eventually obtain advisory services from the Firm. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of the Firm. Employees of Financial Institutions may receive nominal compensation for referring individuals to IA-Reps regardless of whether such individuals obtain advisory services from the Firm. To the extent that a referred client participates in a Program, the compensation paid to Financial Institutions, or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from the Firm. The fees and expenses that the Firm pays to a Financial Institution under these arrangements are not passed on to referred clients, MI1611_ValianceIAFF 1025 Page 44 of 52  but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of the Firm’s overall fees or its willingness to negotiate fee reductions in particular instances. Envestnet pays the Firm a fee to attend Firm sponsored sales and/or training conferences. Envestnet generally networks with and provides training to the IA-Reps and Firm personnel during these conferences. The fee received by Firm is used to offset expenses associated with hosting the conferences and is not paid to the IA-Reps or other associated persons. While the IA-Reps do not receive a portion of the fee, the IA-Reps may be more likely to recommend the Programs to prospective clients because of the education and the exposure they receive on the Programs and/or Envestnet. Your IA-Rep is compensated by the Firm and its affiliates for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your IA-Rep’s overall compensation includes base commissions and other forms of compensation that vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation will increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and/or other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Rep’s manager may also offer rewards, recognition and trips based upon similar criteria. Also, IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the Programs), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including any of the Programs). These loans are not forgivable. These loan programs create an incentive for IA-Reps (existing and new) to recommend the Programs over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. These loan programs also create an incentive for new IA-Reps to recommend clients transfer assets into the Programs rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. MI1611_ValianceIAFF 1025 Page 45 of 52  This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in NFS Custodied Programs (including the Programs) and Trust Accounts. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the NFS Custodied Programs (including the Programs) over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in an NFS Custodied Program (including the Programs) and recommendations to make subsequent contributions to such account. The IA-Reps who qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. Therefore, your IA-Rep has an incentive to offer you the programs referenced in this Brochure in order to meet these requirements and qualify for these benefits and services, and to recommend that you increase the amount you have invested in such programs. Additionally, your IA-Rep’s manager is compensated by the Firm and its affiliates generally based on overall sales goals, including those that include the Programs referenced in this Brochure, achieved by the IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by the Firm and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions (“Orion”) platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. Orion will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will be reinstated to their previous status. IA-Reps who do not meet the program requirements within the grace period will be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. MMLIS pays Envestnet and NFS a fee for the services that they provide in the Programs. MMLIS pays Envestnet an annual licensing fee. MMLIS pays Envestnet an additional, tiered platform fee in the event MMLIS exceeds a level of assets under management in the advisory programs on Envestnet’s platform. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and administrative services that NFS provides for these accounts. MI1611_ValianceIAFF 1025 Page 46 of 52  American Endowment Foundation Donor Advised Fund Service MMLIS offers the American Endowment Foundation (“AEF”) Donor Advised Fund service. A client (“Donor”) may elect to utilize this service to make irrevocable donations to the American Endowment Foundation Advised Fund Service, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to American Endowment Foundation, and has no authority to change investment decisions on accounts using the service. Donors should refer to the AEF Program Description and AEF Application for additional information regarding establishing a donor-advised account with American Endowment Foundation. Assets donated to the American Endowment Foundation through this service will be managed by MMLIS and may be invested in the Programs. MMLIS may make other Donor Advised Fund services available to clients. Clients can access Donor Advised Fund services without opening an account with MMLIS. However, the account will not receive advisory services from MMLIS and neither MMLIS nor your IA-Rep will receive any compensation in connection with the account. As a result, MMLIS and your IA-Rep have an incentive to offer and recommend that you utilize Donor Advised Fund services through an advisory account at MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. You should consult with your IA-Rep if you have any questions about Donor Advised Fund services. Administrative Fee. The Administrative Fee charged by the American Endowment Foundation for this service ranges from 0.10% to 0.70% (subject to a minimum of $125 per quarter) depending on the amount of assets donated. Other Disclosures Trade Errors The Firm attempts to effect transactions promptly, unless market conditions, technology failures, trading volumes or other matters beyond our control preclude us from accurately processing transactions on the order date. Under these circumstances, the Firm will process the transactions as soon as practicable. Should a trade error occur and the error correction results in a gain, the gain will be kept by the Firm. Gains that are captured due to trade errors are placed in the Firm’s general account and may be used at the Firm’s discretion. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of the Firm. If the error correction results in a loss, the amount of the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker- dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the UMA Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the UMA Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MI1611_ValianceIAFF 1025 Page 47 of 52  MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge us higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the UMA programs, unless such accounts are ineligible for the ACS or ICS programs. MI1611_ValianceIAFF 1025 Page 48 of 52  Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the UMA Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s Account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. The per trade fee does not apply to High-Volume Trading Models as described in Item 4. MMLIS does not pass this fee on to the client. This presents a conflict of interest because MMLIS has an incentive to limit the number of trades in a client’s Account below the threshold that would lead to NFS charging MMLIS a transaction fee. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements and confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. MMLIS mitigates this conflict when MMLIS is the broker-dealer for the transferring investment through its fee forgiveness program. See “Fee Forgiveness” in Item 4 for additional information about fee forgiveness. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. MI1611_ValianceIAFF 1025 Page 49 of 52  IRA Rollovers — Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the Programs), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer- sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. Corporate Actions The Firm and its IA-Reps’ responsibility under the Programs does not include taking any action or rendering any advice with respect to proxies, consents, waivers or other documents regarding any securities held in client’s Account. Except with respect to voluntary corporate action notices, the client has the responsibility for responding to proxies, consents, waivers and other documents with respect to any securities held in a client’s Account. Such notices may be received from NFS or the issuer’s corporate communications service provider. Provided that Envestnet timely receives voluntary corporate action notices, Envestnet will determine on behalf of the client whether the client’s Account will participate in particular voluntary corporate actions. Envestnet will make such determinations in its full discretion, consistent with its policies and procedures. Client should refer to the Envestnet Brochure for additional details on its policies and procedures in this regard. Timeliness of Transactions MMLIS will process transactions unless market conditions, technology failures, trading volumes or other matters beyond the Firm’s control preclude us from accurately processing transactions on the order entry date. In those circumstances, we will process the transactions as soon as practicable. MMLIS has no responsibility for any consequences relating to, either directly or indirectly, any such delays in transactions. Making an Informed Decision The Firm wants its clients to make an informed decision when they purchase products or receive services from the Firm’s RR or IA-Rep. Therefore, the Firm is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, the Firm, on an ongoing basis, communicates, trains and/or supervises its RRs and IA-Reps on its policies and procedures regarding conflicts of interest. Furthermore, when an RR or an IA-Rep makes a product or program recommendation to a client, the Firm reviews whether the recommendation is suitable for client against any financial information provided by the client, such as the client’s risk tolerance, time horizon and investment objective. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. Financial Information The Firm does not require clients who participate in any of the Programs to prepay its fees six months or more in advance. Additionally, the Firm does not have any material financial conditions that would impair its ability to meet its contractual commitments to clients. Clients should review the Envestnet Brochure for any disclosures that Envestnet may be required to make under this Item. MI1611_ValianceIAFF 1025 Page 50 of 52  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your registered MMLIS representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_ValianceIAFF 1025 Page 51 of 52  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at (855) 520-7715. You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at (855) 520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_ValianceIAFF 1025 Page 52 of 52 

WMS Orion Disclosure Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 (options 1, 1) www.mmlinvestors.com October 6, 2025 This brochure (“MMLIS Brochure”) provides information about the qualifications and business practices of MML Investors Services, LLC (referred to as (“MMLIS,” the “Firm,” “we,” “our,” or “us” throughout this MMLIS Brochure). If you have any questions about the contents of this MMLIS Brochure, please contact us at 1-800-542-6767 Option 1, 1. The information in this MMLIS Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MMLIS is also available on the SEC’s website at http://adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm’s CRD number is 10409. MMLIS is an SEC registered investment adviser and a securities broker-dealer registered with the SEC. Please note that registration does not imply a certain level of skill or training. M15000 MI1611_WMS.Orion 1025 Page 1 of 41  ITEM 2. MATERIAL CHANGES The following is a summary of certain material changes made to this Brochure since the last annual update of this Brochure on March 28, 2025. October 6, 2025 Update: Item 4 was updated to include information about IA-Only Reps. Item 5 was updated to reflect the BCI Fee Component for the Orion Wealth Advisory Program and for former Brinker clients. Item 5 was also updated to disclose a $75 sleeve fee assessed by Orion for households with a total of less than $100,000, excluding accounts in the Destinations Program. June 30, 2025 Update: Item 4 was updated to introduce the Core Select Program as an investment option and explain the expanded WMS Orion program. Item 5 was updated to disclose the fee structures for investors choosing the WMS Orion program and the new reduced fees for accounts that entered the progam previously. Item 5 was also updated to disclose the 0.06% Execution, Clearing and Custody fee that is included in the Firm Fee. Item 9 was revised to provide updated information about MMLIS’ Strategic Partner program and to disclose a loan program available to certain insurance agents to assist in becoming or remaining a general agent. March 28, 2025 Update: Item 4 was updated to reflect that MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s annual contact request for two consecutive years, thus requiring the client to manage the account. Item 4 was also updated to disclose that clients can access Donor Advised Fund services without opening an account with MMLIS. Item 5 was updated to disclose an increase of the NFS paper statement and confirmation fee from $10 to $20 as of June 2025 and an increase of the maximum IA-Rep fee from 1.26% to 1.40% as of April 1, 2025. Item 5 was also updated to reflect the conflict of interest that an IA-Rep recommending the use of an unaffiliated portfolio manager, may use an unaffiliated portfolio manager with a low or no fee, in order to negotiate a higher IA-Rep Fee. Additionally, Item 5 was updated to disclose a new bonus that MMLIS offers to IA-Rep Managers based on newly registered Series 7 IA-Reps who achieve $1 millio n in net inflows into MMLIS brokerage and advisory accounts within 12 months of becoming Series 7 registered. The IA-Rep manager may not pay this bonus to the IA-Rep. Item 10 was updated to disclose that advisory clients can’t purchase Invesco common stock and the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. Item 14 was revised to provide updated information about MMLIS’s Strategic Partner and Conference Partner programs and other similar arrangement. Lastly, Item 14 was updated to disclose an enhanced service program offered to MMLIS IA-Reps who attain a certain level of assets under management on the Orion Portfolio Solutions platform and engage in required qualifying activities. MI1611_WMS.Orion 1025 Page 2 of 41  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 3 ITEM 4. ADVISORY BUSINESS 4 ITEM 5. FEES AND COMPENSATION 14 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 20 ITEM 7. TYPES OF CLIENTS 20 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 20 ITEM 9. DISCIPLINARY INFORMATION 21 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 24 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 31 ITEM 12. BROKERAGE PRACTICES 32 ITEM 13. REVIEW OF ACCOUNTS 33 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 33 ITEM 15. CUSTODY 38 ITEM 16. INVESTMENT DISCRETION 38 ITEM 17. VOTING CLIENT SECURITIES 39 ITEM 18. FINANCIAL INFORMATION 39 IMPORTANT NOTICES TO CLIENTS 40 MI1611_WMS.Orion 1025 Page 3 of 41  ITEM 4. ADVISORY BUSINESS Description of Advisory Firm MMLIS is a registered investment adviser and broker-dealer. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. MassMutual Holding LLC is MMLIS’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS makes available a number of investment advisory programs and services. This MMLIS Brochure provides information about the WMS Orion Capital Wealth Advisory Services (the “Services”). If you wish to learn more about other investment advisory programs and services that MMLIS offers, you may contact MMLIS or an investment adviser representative of MMLIS (a “MMLIS IA-Rep”) to receive a similar disclosure brochure for those programs and services. Our brochures can also be found through the SEC’s website, www.adviserinfo.sec.gov. Some of these other investment advisory programs have different fee structures and/or lower maximum fees which can result in lower client fees. This creates an incentive for MMLIS and IA-Reps to recommend advisory programs with higher client fees and to recommend that you increase the amount you have invested in such programs. Advisory programs with lower client fees often offer a more limited selection of investment options and asset allocations and can also have different minimum investment requirements. In addition, MMLIS offers certain advisory programs with lower maximum fees and lower client fees that are available only to a limited group of investors who are associated with a specific organization, such as a labor union. IA-Reps must meet licensing and training requirements, and in some cases, receive approval from their direct supervisors, before they can recommend certain advisory programs and services, and certain investment options within an advisory program. This includes IA-Reps who offer advisory only services (“IA-Only Reps”). IA-Only Reps are not registered representatives of MMLIS Investors Services, LLC, and therefore do not create or execute trade orders for any trades in brokerage accounts. Clients should understand that there may be other programs, services, and investment options within an advisory program that may exist that could also be appropriate but that the IA-Rep is not permitted to offer. Please talk to your IA-Rep about what other advisory programs and services, or investment options within an advisory program they may offer. IA-Reps can also conduct seminars on topics related to financial products and services. IA-Reps may charge a fee to attend seminars or offer them free of charge. Seminars are not intended to address any attendee’s personal financial situation and attendees are not obligated to implement any information received at the seminar. We want you to make an informed investment decision regarding the Services, for which MMLIS and Orion Portfolio Solutions, LLC (“OPS”) (together “WMS Orion”) serve as co-advisers. To that end, this MMLIS Brochure provides important information and disclosure regarding the Services, including information regarding material arrangements and potential conflicts of interest that we think you will find informative. You should carefully review all of the features and risks of the Services, along with all of the disclosures contained in this MMLIS Brochure and in Orion’s Orion Portfolio Solutions Form ADV Disclosure Brochure (“OPS Brochure”) before opening an advisory account and beginning to invest, to ensure that the Services are suitable and appropriate for your investment needs. You should also review the informational guide that you will receive from your MMLIS IA-Rep entitled “Additional information about MML Investors Services Wealth Management Offerings” (“Informational Guide”). The Informational Guide contains important information and disclosures about MMLIS. Your IA-Rep will also provide you with the IA-Rep’s Form ADV2B Brochure Supplement, which you should also review. OPS is an investment management firm that furnishes or arranges for investment management and supervisory services to meet the individual needs of its clients. Please see below for information about OPS’s corporate structure. Orion Portfolio Solutions, LLC is a subsidiary of Orion Advisor Solutions, Inc. (“Orion”). Investment entities controlled and managed by Genstar Capital Partners LLC and TA Associates, LLC and its affiliates own a majority interest of Orion and each of its subsidiaries. MI1611_WMS.Orion 1025 Page 4 of 41  Prior to December 31, 2022, Orion Portfolio Solutions, LLC (formerly known as “FTJ FundChoice”) and WMS Orion Capital Investments, LLC (successor to CLS Investments, LLC) were separate affiliated subsidiaries of Orion. On December 31, 2022, Orion Portfolio Solutions, LLC was merged with and into its affiliate, Brinker Capital Investments, LLC (“BCI”) and WMS Orion Capital Investments, LLC was legally renamed to Orion Portfolio Solutions, LLC (the “Reorganization”). This internal Reorganization transaction did not result in a change of control or otherwise change any of the services being provided to customers. Advisory services are offered under two primary offerings: (1) Orion Portfolio Solutions, which offers reporting and administrative services to unaffiliated investment advisors and broker-dealer representatives previously offered by FTJ FundChoice, and (2) Brinker Capital Investments, which offers advisory and investment management services previously offered by Brinker Capital Investments and CLS Investments. The services provided in this Brochure are offerings of Brinker Capital Investments. Overview of the Services In determining the appropriateness of the Services, you should consider the differences between a brokerage and an advisory account. In addition, you should keep in mind the following attributes of the Services: • You will be provided with ongoing investment advice and asset management services rather than you independently managing an account and using a broker to place trades; • You will pay a fee for participating in an asset management program where assets are placed in an asset allocation model and monitored and/or traded regularly; • Your account will invest in a diversified portfolio rather than a large holding in one security or a small number of securities; and • You will be participating in a long-term investment program where short-term investing and market timing is not a strategic goal. You should understand that, over time, advisory accounts are typically more expensive than brokerage accounts due to the ongoing advisory fee and additional services provided (such as account monitoring and investment advice). The Services consist of three of WMS Orion’s advisory programs: Wealth Advisory, Core Asset Manager, and Destinations. Clients may invest only in the Wealth Advisory program, but may only invest in either the Core Asset Manager program or the Destinations program if also investing in the Wealth Advisory program. Each of the Wealth Advisory, Core Asset Manager and Destinations program is referred to herein as a “WMS Orion Program” and together as the “WMS Orion Programs.” An account will be opened for each WMS Orion Program selected by the client. In the Wealth Advisory and Core Asset Manager program, portfolios are generally allocated among different portfolio managers (which may include BCI). A portion of the portfolio may also be allocated to other investments as described in more detail below. In the Destinations Program, portfolios are allocated among a series of funds managed by BCI (the “Destinations Funds,” which are described in detail in the prospectuses for such funds) or among unaffiliated mutual funds and ETFs. In each of the WMS Orion Programs, WMS Orion has complete investment discretion. This means WMS Orion may change (i) the investments in a client’s account, (ii) the asset allocation of a client’s account, and (iii) the portfolio managers managing assets in a client’s account, without the client’s approval. WMS Orion’s services are provided to the client pursuant to a tri-party investment advisory agreement (“Client Agreement”) among MMLIS, BCI and the client. A client may impose reasonable restrictions on the management of the client’s account, including the designation of specific securities or a specific category of securities that should not be purchased for the account or that should be sold if held in the account, and may reasonably modify such restrictions from time to time. Any restrictions placed on the management of a client’s account or particular requirements of an account may cause BCI or a portfolio manager to deviate from investment decisions it would otherwise make in recommending an investment strategy or managing the account. When a client restricts a category of securities that may be purchased for the account, BCI or the portfolio manager will determine, in its sole discretion, the specific securities in that category. Any client-imposed restrictions MI1611_WMS.Orion 1025 Page 5 of 41  on individual securities that may be purchased for the account shall apply only to separately managed portfolios and individual stocks. MMLIS is the introducing broker and National Financial Services LLC (“NFS” or “Custodian”) serves as the clearing firm and custodian for the Services. You should carefully review this MMLIS Brochure and the OPS Brochure since they provide important information about each firm’s roles and responsibilities. In addition, you should review the Form ADV Disclosure Brochure for any selected portfolio manager (each, a “Portfolio Manager Brochure”) available on the SEC’s website or from your MMLIS IA-Rep. Overview of the Services Offered by MMLIS A MMLIS IA-Rep will work with a client to evaluate whether the WMS Orion Programs are appropriate for the client based on a number of factors, including but not limited to client’s financial needs, preferences and cost. The MMLIS IA-Rep will educate the client about the features, advantages, disadvantages, risks and costs associated with the Services. Once the WMS Orion Program has been selected by the client, the MMLIS IA-Rep will utilize a questionnaire provided by OPS to gather information about the client. WMS Orion will utilize this information to determine the client’s investment objectives. With assistance from the MMLIS IA-Rep, BCI will prepare an investment proposal for the client. The investment proposal recommends an individualized and customized portfolio (“Portfolio”) utilizing the WMS Orion Programs to the client. The MMLIS IA-Rep will also assist the client in completing the application and paperwork required by OPS and initiate the steps necessary for the client to participate in any WMS Orion Program selected by the client. The MMLIS IA-Rep will also answer basic questions regarding the WMS Orion Programs. The MMLIS IA-Rep will forward to MMLIS all account opening documentation and information, including any reasonable investment restrictions requested by the client. MMLIS will then review and approve the account opening documents and forward such documentation to BCI for final review and approval. BCI is solely responsible for reviewing, accepting or rejecting and observing any reasonable investment restrictions imposed by the client. The client may accept or reject the MMLIS IA-Rep’s recommendation concerning participation in the WMS Orion Programs and Portfolio recommendation. Following the approval of the client’s application and assuming that the client has met all of WMS Orion’s funding requirements, BCI allocates the client’s funds in accordance with the selected WMS Orion Programs and Portfolio. The client should understand that there is no assurance that their investment objectives will be achieved by participating in a WMS Orion Program. MMLIS will contact clients at least annually to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s account assets should be managed. This annual contact is designed to determine whether the WMS Orion Programs and the client’s Portfolio are still appropriate and consistent with the client’s financial circumstances and investment objectives. In addition, the client has the ability to add investment restrictions or modify any previously accepted investment restrictions. MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. The MMLIS IA-Rep also is available on an ongoing basis to discuss the client’s participation in the WMS Orion Programs or the client’s investments in general. MMLIS will forward any updated information it receives from the client to OPS for review and assist the client in making any appropriate changes to the client’s account, if necessary. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations, MMLIS and our IA-Reps will act as investment advice fiduciaries to you under the Internal Revenue Code, (“Code”) and/or the Employee Retirement Income Security Act (“ERISA”) for your individual retirement account (“IRA”) or retirement plan accounts, subject to Title I of ERISA, as applicable. Our fiduciary status relates only to the specific individual retirement accounts and retirement plan account(s) you have with us. Although we act as fiduciaries under the Code and/or ERISA, this does not necessarily mean that we act as fiduciaries under other laws. MI1611_WMS.Orion 1025 Page 6 of 41  This acknowledgement does not create any enforceable legal rights beyond those conferred by the Code or ERISA as applicable. In particular, IRA owners and beneficiaries do not have a legal right of action to enforce the duties associated with our fiduciary status, which are enforceable only by the Internal Revenue Service under an excise tax provision of the Code. Our fiduciary status automatically terminates if your individual retirement account or retirement plan account with MMLIS terminates. We reserve the right to retroactively amend any representations or statements herein regarding our status as fiduciaries to the extent permitted by law. Neither MMLIS nor the MMLIS IA-Reps are responsible for the selection, monitoring or replacement of the portfolio managers, mutual funds, ETFs, other pooled investment vehicles or other securities that are available as investment options for the WMS Orion Programs. WMS Orion is responsible for providing these services. The only exception is the selection by MMLIS (in its broker-dealer capacity) of the cash sweep option described below. Mutual funds, ETFs and other pooled investment vehicles are referred to herein in the aggregate as “Funds.” MMLIS Sweep Program Each client’s account will have a portion of the assets maintained in cash in order to, among other things, pay the client’s fees. MMLIS provides “cash sweep” programs (each, a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. MMLIS, in its capacity as broker-dealer, selects the Sweep Program for client’s portfolio. Please review the brokerage account application and the applicable prospectus or other disclosure documents (or, if applicable, communications provided by MMLIS), which will be provided to clients and are also available upon request, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the WMS Orion Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the WMS Orion Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilize the ICS program. Accounts that are ineligible for the ACS or ICS programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://fieldnet.massmutual.com/public/mmlisi/pdfs/bdsp-elig-reg-types.pdf. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees MI1611_WMS.Orion 1025 Page 7 of 41  (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the WMS Orion programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS in the WMS Orion Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and MI1611_WMS.Orion 1025 Page 8 of 41  benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. WMS Orion Services and Programs The Wealth Advisory Program The Wealth Advisory program is a customized service utilizing a unified managed account platform that offers discretionary investment management and includes dedicated support to meet the needs of high-net worth and ultra-high net worth investors, family offices, institutions and endowments with at least $1 millio n of investable assets. Please note that although WMS Orion offers a non-discretionary option in its Wealth Advisory Program, only discretionary investment management services are available through this MMLIS Brochure. This means that the client authorizes BCI to hire and fire managers and to rebalance the account without further approval from the client. The Wealth Advisory program is designed for BCI to manage the overall investment process, including asset and investment style allocation decisions, manager selection and review, and comprehensive monitoring of the client’s portfolio. In addition to your MMLIS IA-Rep, a dedicated client portfolio manager from BCI is assigned to the client relationship and is available for regular communications concerning the activity and status of the client’s account. In the Wealth Advisory program, portfolios are generally allocated among different portfolio managers and invested in individual equity and fixed income securities, mutual funds and/or ETFs. Where deemed appropriate, based on the client’s objectives, assets, risk tolerance and investment experience as well as to obtain greater asset and style diversification, BCI may recommend to clients that a portion of the client’s portfolio be invested in one or more other investments in lieu of allocating assets separately to a portfolio manager or a WMS Orion-managed strategy. These other investments may include an investment in real estate investment trusts (“REITs”), privately placed hedge funds and private equity funds (collectively, “Private Funds”), exchange-traded notes (“ETNs”) or other pooled investment vehicles. Special fee arrangements may apply with respect to Private Fund investments. The services provided by BCI in the Wealth Advisory program include (but are not limited to) comprehensive portfolio analysis of a client’s existing assets to help identify inefficiencies and address investment needs, bond analysis to address client concerns about interest rates and yield, tax transition management to assist a client in transferring highly- appreciated stock and move toward a more diversified portfolio over time, development of a personalized investment solution based upon the client’s goals, tax preferences, risk tolerance and financial plan, and access to a dedicated client portfolio manager to assist with portfolio reviews, reallocations, investment updates and educational needs. You should review the OPS Brochure for more detailed information about the Wealth Advisory program. Depending on a client’s needs, WMS Orion and MMLIS may recommend that a client also invest in the Core Asset Manager program and/or the Destinations program. The Core Asset Manager Program WMS Orion’s Core Asset Manager program matches an investor’s objectives with one or more portfolio managers who are either SEC-registered investment advisers or exempt from SEC registration. Where deemed appropriate, based on the client’s objectives, assets, risk tolerance and investment experience as well as to obtain greater asset and style diversi- fication, a portion of the client’s portfolio will be invested in one or more other investments in lieu of allocating assets separately to a portfolio manager. These other investments may include an investment in REITs, publicly traded mutual funds, ETFs, ETNs or other pooled investment vehicles (“Public Funds”) and Private Funds. Special fee arrangements may apply with respect to Private Fund investments. MI1611_WMS.Orion 1025 Page 9 of 41  In Core Guided, WMS Orion offers various asset allocation models for both taxable and nontaxable accounts managed by BCI on a discretionary basis that utilize separate account managers, mutual funds and ETFs. In this program, BCI has full discretionary authority to select and replace managers, mutual funds and ETFs and to allocate assets among them without further approval from the client. BCI may also recommend allocating a portion of a client’s account to one or more of BCI’s Core Guided Completion Strategies, which BCI manages on a discretionary basis. Please see Item 4 of OPS’ ADV Brochure for information about the Core Guided Completion Strategies. In Core Select, IA-Reps and their clients have the ability to select from a list of risk tolerance based strategies, separate account managers, mutual funds, and ETFs for both taxable and nontaxable accounts. IA-Reps and their clients are not restricted and have discretion to choose suitable strategies from the list of all available strategies. The Destinations Program In its Destinations program, WMS Orion offers a variety of asset allocation strategies comprised of Destinations Funds (“Destinations”), or a blend of unaffiliated third party mutual funds and ETFs (“Destinations ETFs”), each targeting a specific investment objective, for both taxable and tax-exempt accounts. The strategies provide different balances of risk and reward depending on a client’s risk tolerance and time horizon, and are designed to offer consistent, competitive performance while seeking to achieve attractive risk-adjusted returns over the long term. BCI monitors the performance of each underlying investment manager (either a sub-adviser within the Destinations Funds or a third party fund) and replaces or reallocates assets among the funds or underlying managers used to implement these strategies based on factors it deems appropriate. These factors can include BCI’s evaluation of historical performance, market conditions and BCI’s investment outlook. Please see the OPS ADV Brochure for additional information about the Destinations program. Other Services in the Wealth Advisory Program MMLIS makes certain specialized services available to clients in the Wealth Advisory program such as philanthropic services, trust services and a securities backed lending program. Securities Backed Lending Program MMLIS contracts with third parties to make securities backed loans (each an “SBL”) available to clients. Clients can use one of these third parties (a “Program Lender”) or find an alternative SBL provider. In either case, clients apply for an SBL using their account as collateral and must enter into an SBL agreement directly with the financial institution providing the SBL (the “Loan Provider”). Clients should fully understand the following before using assets in an account as collateral to obtain an SBL: • Before selecting a Loan Provider, the client should consider the differences between each Loan Provider’s product offering (including differences in interest rates) as well as the other options that may be available to meet the client’s funding needs. There is an incentive for MMLIS and IA-Reps to recommend that a client obtain an SBL so that the client’s assets remain invested in a Program. • A Program Lender will compensate the Firm. This compensation is calculated as a percentage of the client’s outstanding loan balance. The percentage amount will differ depending on the Program Lender, so the Firm’s compensation will also vary depending on the Program Lender. The firm does not receive compensation from alternative SBL providers. • The Firm can share a percentage of this compensation with its IA-Reps. IA-Reps’ compensation will not vary by Program Lender because the Firm will pay them the same percentage of the client’s outstanding loan balance regardless of the Program Lender. • These compensation arrangements create incentives for MMLIS and its IA-Reps, resulting in material conflicts of interest. MMLIS and IA-Reps have an incentive to recommend that clients obtain an SBL from a Program Lender over an alternative SBL provider, maintain loan balances for longer periods of time and increase the draw down amount of a loan. MMLIS also has an incentive to make SBLs from Program Lenders available to clients and to recommend that clients obtain SBLs from Program Lenders that calculate the Firm’s compensation based on a percentage of a client’s outstanding loan balance that is greater than the percentage used by other Program Lenders. MI1611_WMS.Orion 1025 Page 10 of 41  • The client will not be permitted to withdraw any of the assets in the account that is used as collateral to secure the SBL. • The client will pay interest to the Loan Provider directly. These payments are in addition to the advisory fees and other fees charged to the client’s account for services provided under the WMS Orion Programs. • The Loan Provider can demand repayment at any time and may require liquidation of some or all of the collateral in the account to meet the SBL requirements. • The Loan Provider can sell (or direct MMLIS to sell) a client’s securities or other assets without contacting the client. Clients are not entitled to choose which securities or other assets in an account are liquidated or sold to meet a call. Forced liquidation of assets in an account can affect a client’s long-term investment strategies, result in adverse tax consequences and impact the performance of the account and the ability of WMS Orion to manage the account, and depending on the magnitude of the impact, the Firm may choose to terminate its relationship with the client. • Neither WMS Orion, MMLIS nor MMLIS IA-Reps will act as investment adviser to a client with respect to the liquidation of securities held in an account to meet an SBL demand or call. • Purchases of new issues (including initial public offerings, shares in most mutual funds of fund families not previously owned in an Account, and certain ETFs) that have not been held in an Account for at least 30 days (New Issue Positions) are not eligible to be used as collateral. New Issue Positions may not be considered by a Loan Provider in determining the client’s compliance with any minimum collateral value requirements. The Firm will not consider the effects of holding New Issue Positions in managing the Account. • One of the Program Lenders, Goldman Sachs, participates in MMLIS’s Conference Partner Program. Please see Item 14 of this Brochure for information about the Conference Partner Program and associated conflicts of interest. Other Services in the Destinations Program WMS Orion offers additional services for assets invested in the Destinations program. Dollar Value Averaging WMS Orion offers clients in certain models in its Destinations program a “dollar value averaging” option that allows the client to systematically increase the account’s market exposure on a monthly basis using a formula based upon a predetermined period (not exceeding 12 months). The client’s invested account balance increases by a percentage based upon the number of calendar months in the investment period. In periods when the market declines, the dollar amount invested will increase; and when the market rises in value, the amount invested will decline. If there are funds remaining at the end of the specified investment period (which could occur in a continuous “up” market), BCI will continue to run the formula until the account is fully invested. The client can discontinue the systematic investment plan and fully invest the account in the market at any time. Personalized Distribution Strategy WMS Orion offers the Personalized Distribution Strategy (“PDS”) for clients in its Destinations program. Minimum assets will vary by investment product offering. The PDS consists of two elements: an actively managed liquid cash reserve (a money market fund or other short-term investment vehicle) and an investment portfolio based upon the client’s approved investment strategy and program. The client determines the amount of each periodic distribution. The initial cash reserve will equal up to 24 months of distributions for new clients in the Destinations Program. Accordingly, the amount in the cash reserve will vary depending upon the client’s distribution pattern. All interest and dividends on the investment portfolio will be swept into the cash reserve. As the cash reserve is depleted by distributions, BCI will liquidate the investment portfolio and replenish the cash reserve. The timing of such liquidations will be based upon BCI’s analysis of positive technical trends in the market, with a view to avoiding significant liquidations in a “down” market. There can be no assurance that BCI’s methodology will avoid liquidation of the client’s account during “down” market cycles or that such liquidations will occur at the most optimal time. MI1611_WMS.Orion 1025 Page 11 of 41  Mutual Fund Share Classes Clients should understand that mutual funds generally offer multiple share classes depending on certain eligibility and purchase requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C shares), mutual funds may also offer institutional share classes and other share classes that are specifically designed for accounts that participate in fee-based investment advisory programs. Institutional share classes or classes of shares designed for purchase in an investment advisory program usually have a lower expense ratio than other share classes. Clients should not assume that they will be invested in the share class with the lowest possible expense ratio or that a particular mutual fund company will allow all share classes to be available in the WMS Orion Programs. While MMLIS generally seeks to obtain the lowest cost share class available, clients may not, at all times, hold the lowest cost share class available. Mutual Funds and Revenue Share from NFS NFS charges mutual fund companies a recurring fee to make their mutual funds available to broker-dealers that use NFS as their clearing firm. The amount of the fee varies and depends on whether a mutual fund’s share classes are part of NFS’s NTF or iNTF programs (no transaction fee) or TF (transaction fee) program, or are not part of the NTF, iNTF or TF programs. Different share classes of the same mutual fund can be available on NFS’ platform, and one share class of a mutual fund can be part of a program (the NTF program, for example) while another share class of the same mutual fund is not. MMLIS receives additional compensation when a client’s account is invested in certain mutual funds, as NFS shares with MMLIS a portion of the fee NFS receives (“revenue share payments”) for the assets in the WMS Orion Programs that are invested in NTF, iNTF and TF mutual fund share classes, with some exceptions (Fidelity funds, for example). MMLIS does not receive revenue share payments for assets invested in qualified retirement plan accounts or IRAs. NFS generally charges mutual fund companies a higher fee for NTF mutual fund share classes than for other mutual fund share classes. Therefore, MMLIS generally receives a higher revenue share payment from NFS for each investment in an NTF mutual fund share class than for mutual fund share classes that are not included in the NTF program. Certain fund companies with share classes in the NTF program pay a lower fee to NFS than other fund companies with share classes in the NTF program. This means that MMLIS receives a lower revenue share payment for each investment in such companies’ mutual fund share classes in the NTF program than other mutual fund share classes in the NTF program. Mutual fund share classes that are part of NFS’s NTF program are generally more expensive for clients. In addition, clients are not charged transaction fees for transactions in any mutual funds in the WMS Orion Programs regardless of whether the share classes are in NFS’s NTF, iNTF or TF program. As a result, clients do not receive any benefit from holding NTF share classes in their account. The revenue sharing arrangements between NFS and MMLIS create a conflict of interest for MMLIS. Specifically, MMLIS has an incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays revenue share to MMLIS over the mutual funds and mutual fund share classes for which NFS does not pay revenue share to MMLIS, even if these mutual fund share classes are more expensive for clients. MMLIS has a similar incentive to make available, select and recommend the mutual funds and mutual fund share classes for which NFS pays a higher revenue share payment over other mutual funds and mutual fund share classes even if the investments for which NFS pays a higher revenue share payment are more expensive for clients. This may result in clients purchasing a higher cost share class than other share classes of the same fund for which the client may be eligible. MMLIS will not credit a client’s account for any revenue share payments MMLIS receives in connection with client’s account. These conflicts are mitigated in several ways. MMLIS IA-Reps do not receive any of the revenue share payments that NFS pays to MMLIS, and MMLIS IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes they select or recommend to clients. Additionally, the mutual funds and mutual fund share classes that are available in the WMS Orion Programs and included in the portfolios are selected by BCI and the portfolio managers, as applicable, not MMLIS or the MMLIS IA-Reps. MI1611_WMS.Orion 1025 Page 12 of 41  MMLIS Fee to NFS MMLIS pays a recurring fee to NFS based on a percentage of the aggregate assets invested in accounts in the WMS Orion Programs, excluding any investments in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives. This creates conflicts of interest for MMLIS. MMLIS has an incentive to make available, select and recommend mutual fund share classes that are excluded from the calculation of the fee MMLIS pays to NFS, even if such investments are more expensive for clients. MMLIS also has an incentive to maintain client assets in the WMS Orion Programs in cash or cash alternatives. When assets in MMLIS accounts that are custodied at NFS reach certain thresholds, the percentage used to calculate MMLIS’s fee to NFS decreases. This creates an incentive for MMLIS to recommend advisory programs custodied with NFS (including the WMS Orion Programs) over other advisory programs and to recommend that you increase the amount you have invested in such programs. When the assets in a client’s account are less than a minimum amount established by NFS, NFS charges MMLIS an additional fee for such account. This creates an incentive for MMLIS to recommend that such client increase the amount invested in client’s account. These conflicts are mitigated in several ways. MMLIS IA-Reps do not receive any benefit if MMLIS pays lower fees to NFS and MMLIS IA-Reps do not receive any more or less compensation based on what investments, including mutual funds or mutual fund share classes, are held in client Accounts. In addition, the mutual funds and mutual fund share classes that are available in the WMS Orion Programs and included in the portfolios are selected by BCI and the portfolio managers, as applicable, not MMLIS or the MMLIS IA-Reps. With respect to cash and cash alternatives, the amount of an account that is allocated to cash is established and monitored by BCI and the portfolio managers, as applicable, not MMLIS or the MMLIS IA-Reps. Additional Information about MMLIS Investment Adviser Representatives In order to become a MMLIS IA-Rep and provide advisory services to clients on behalf of MMLIS, each MMLIS IA-Rep must fulfill prerequisites including, but not limited to completing on-line training courses, becoming properly registered, and adhering to MMLIS’s Code of Ethics, which is described in Item 11 of this MMLIS Brochure. Once a MMLIS IA-Rep has been approved to provide advisory services, the MMLIS IA-Rep must annually certify that the MMLIS IA-Rep continues to comply with MMLIS’ policies and procedures. If a MMLIS IA-Rep is unable to continue servicing a client’s account for any reason, client’s account will be assigned by MMLIS to another qualified MMLIS IA-Rep, who will service client’s account(s) on MMLIS’s behalf. Clients will be informed if their account is assigned to another IA-Rep. Total Assets Under Management (AUM) As of December 31, 2024, MMLIS has approximately $723 millio n AUM in the WMS Orion Programs. MMLIS does not manage client assets in the WMS Orion Programs on a discretionary basis. Termination of the WMS Orion Services The Client Agreement will continue in effect until terminated by the client, MMLIS or BCI in accordance with the termination provisions of the Client Agreement. MMLIS may also terminate the Client Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. In this instance, the account would continue to be invested in the market and subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. Notwithstanding the foregoing, MMLIS may retain amounts in a client’s account sufficient to effect any open and unsettled transactions. In this respect, clients are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. MI1611_WMS.Orion 1025 Page 13 of 41  Fidelity Charitable Investment Advisor Program MMLIS offers the Fidelity Charitable Investment Advisor Program (“CIAP”) Donor Advised Fund service. A client (“Donor”) may elect to utilize this service to make irrevocable donations to the Fidelity Investments Charitable Gift Fund and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to Fidelity Charitable and has no authority to change investment decisions on accounts using the service. Donors should refer to the CIAP Description and Investment Policies and Guidelines, as well as their CIAP Application for additional information regarding establishing a donor-advised account with Fidelity Charitable. Assets donated to Fidelity Charitable through this service will be managed by MMLIS and may be invested in the Programs. MMLIS may make other Donor Advised Fund services available to clients. Clients can access Donor Advised Fund services without opening an account with MMLIS. However, the account will not receive advisory services from MMLIS and neither MMLIS nor your IA-Rep will receive any compensation in connection with the account. As a result, MMLIS and your IA-Rep have an incentive to offer and recommend that you utilize Donor Advised Fund services through an advisory account at MMLIS. MMLIS addresses this conflict of interest by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. You should consult with your IA-Rep if you have any questions about Donor Advised Fund services. Administrative Fee. An Administrative Fee is charged by Fidelity Charitable for this service which ranges from 0.115% to 0.60% depending on the amount of assets donated to Fidelity Charitable. ITEM 5. FEES AND COMPENSATION Clients pay a negotiable “all-inclusive” investment advisory fee (wrap fee) of up to 1.54%, which covers the investment advisory services provided by MMLIS, BCI and the portfolio manager(s), all custodial services and brokerage commissions (except a per trade ticket charge on certain municipal securities, mutual fund and ETF trades as described below) (the “Investment Advisory Fee”). “Wrap” fees may cost more or less than purchasing such services separately, assuming the services can be purchased separately. In particular, if the account has relatively low turnover rates, the wrap or all-inclusive fee may be more costly for the client. NTF mutual funds or share classes may have higher ongoing expenses, due to 12b-1 fees and other distribution expenses, than funds with up front “loads” or transaction fees and may be more costly for larger accounts with relatively low trading activity than transaction-fee funds. Please see Item 4 of this Brochure for additional information about NTF mutual funds. Please note that MMLIS, and not BCI, will receive compensation from NFS based on client assets invested in NTF mutual funds. If available, MMLIS, as a broker-dealer, receives asset-based distribution or servicing fees (in the form of so-called “12b-1 fees” or otherwise) from certain mutual funds (or their related persons) for providing distribution and/or administrative services to such mutual funds. Further information regarding these fees and other charges assessed by mutual funds may be found in the appropriate prospectus or annual report. This compensation to MMLIS from such mutual funds is in addition to the advisory and other fees MMLIS receives under the WMS Orion Programs. MMLIS has an incentive for clients to invest in mutual funds that pay 12b-1 fees. Accounts invested in Destinations Funds are invested in “Z” shares, which do not pay any 12b-1 fees. In instances where MMLIS receives 12b-1 fees, MMLIS credits client accounts an amount equal to any such 12b-1 fees MMLIS receives on such assets held in client accounts in order to offset the MMLIS Fee paid under the WMS Orion Programs. Additionally, clients may purchase securities without participating in the WMS Orion Programs, and therefore, will not have to pay the advisory fee described below. Thus, it may be more cost efficient for clients to purchase the securities outside of the WMS Orion Programs. However, clients will not receive the services provided under the WMS Orion Programs if they choose to do so. The Investment Advisory Fee a client pays may be higher than those charged by MMLIS for other advisory programs offered through MMLIS, or higher than those charged by other sponsors of comparable programs. The Destinations Funds are only available to clients invested in the Destinations program. The Investment Advisory Fee does not cover any fees charged by the SEC or U.S. or foreign stock exchanges based on the sale of a security, any special account fees imposed by the custodian (such as IRA maintenance fees), wire transfer MI1611_WMS.Orion 1025 Page 14 of 41  fees, costs associated with temporary investment of client funds in a money market account, fees or commissions for securities transactions (including without limitation or dealer mark-ups or markdowns) traded through any broker-dealer other than NFS, transfers of assets upon termination of the account, any special requests by the client, or any internal management or operating fees (including potential redemption fees) or expenses imposed or incurred by a mutual fund or ETF in which the client’s account may be invested. These may include 12b-1 fees, mutual fund management fees, early termination fees (which include fees on whole or partial liquidations of client account(s)) and other fees and expenses that are assessed, when applicable, by the investment vehicle’s sponsor, custodian, transfer agent, adviser, shareholder service provider or other service providers. These expenses generally include administration, distribution, transfer agent, custodial, legal, audit and other fees and expenses. In addition, special fee arrangements may apply with respect to Private Fund investments. Such fees and expenses are referred to in this MMLIS Brochure as “Expenses.” The Investment Advisory Fee is paid in advance, on a monthly basis. The initial fee is based on the market value of the assets in client’s account when the account is opened and prorated for the number of days remaining in the calendar month. Thereafter, the monthly fee is due on the first business day of each month and is based on the market value of the assets in client’s account on the last business day of the immediately preceding month as calculated by WMS Orion. Generally, the Investment Advisory Fee is first deducted by NFS from assets a client has in the cash sweep option, and then at WMS Orion’s discretion. The Custodian is responsible for deducting the Investment Advisory Fee from each client’s account in accordance with the Client Agreement. BCI has the discretionary authority to redeem investments in the client’s account at any time, including to pay Investment Advisory Fees and Expenses. In such cases, the client may face a taxable event, to which capital gains (or other) taxes may apply. A client should consult with a qualified independent tax consultant. Account liquidations after the first 12 months are done at no additional charge by BCI or MMLIS. A termination charge will be imposed by the Custodian. The client will be entitled to a prorated refund of any pre-paid monthly fee based upon the number of days remaining in the month after the termination date. If an account is closed within the first 12 months by the client or as a result of withdrawals that bring the account value below the required minimum, WMS Orion reserves the right to retain the pre-paid monthly fee for the current month and to charge the account the balance of the fee for the initial 12-month period (calculated on the account value at the time the account is closed) in order to cover the reasonable administrative cost of establishing the account. The administrative costs will vary depending on the portfolio manager selected and the investment style of the account. To the extent that assets used for participation in the WMS Orion Programs come from the redemption of other investments, the client should consider the cost, if any, of sales charges previously paid or to be paid upon redemption, which would be in addition to the advisory fees on those assets. Clients should be aware that such redemptions might have tax consequences that should be discussed with an independent tax advisor. The client’s Investment Advisory Fee is based upon (A) the combined fees of BCI (which includes (i) a fee for BCI’s management or advisory services (the “BCI Fee Component”) and (ii) the fees paid by BCI to any portfolio managers with respect to a client’s account (the “Manager Fee Component”)) and (B) the fee paid to MMLIS for its services (the “MMLIS Fee”). BCI and MMLIS may each amend its fee schedules upon at least 30 days’ prior written notice. The client’s Investment Advisory Fee will vary based upon the allocation of an account among portfolio managers, specific manager selection, and the number of portfolio managers versus Funds included in an account. BCI Fee Component The BCI Fee Component is a set percentage fee regardless of the amount of assets in the account and is assessed as follows: Wealth Advisory Core Select 0.10% Core Guided 0.15% Asset Tier Destinations 0.00% $0-$3M 0.30% $3M-10M 0.20% $10M+ 0.15% MI1611_WMS.Orion 1025 Page 15 of 41  For accounts in the WMS Orion Programs that originally invested through the Brinker Wealth Advisory Program, the Program fees will be assessed at a reduced rate by the end of 2025, as follows: Former BCI Fee New BCI Fee Asset Tier Fee Asset Tier Fee Up to $1 m illion 0.45% $0-$3 m illion 0.30% Next $1 m illion 0.40% $3 m illion+ - $10 m illion 0.20% Next $1 m illion 0.35% $10 m illion+ 0.15% Next $7 m illion 0.30% Next $15 m illion 0.25% Remainder 0.20% The MMLIS Administrative Fee of 0.16% for accounts up to $1 m illion and 0.08% for all assets over $1 m illion will be replaced by a flat Execution, Custody & Clearing Fee of 0.06% by the end of 2025. BCI may or may not charge the BCI Fee Component for management of accounts established by WMS Orion employees, family members and a limited number of clients to invest in new investment management strategies. Manager Fee Component Portfolio manager fees range from 0.00% to 0.50% of account value designated to each portfolio manager selected for client’s account, depending on the portfolio manager selected. The specific manager and manager fee will be set forth on a schedule to the Client Agreement. Changes to the Investment Advisory Fee due to changes in the Manager Fee Component are effective immediately. As disclosed earlier, the Client Fee includes a negotiable Investment Advisory Fee up to a maximum of 1.54%, If a client uses an unaffiliated portfolio manager to manage a model in the Account, the Manager Fee can negatively impact the amount that the IA-Rep is able to negotiate as an Advisory Fee. The Manager Fee may be waived or negotiated in certain instances. The differences in Manager Fees for portfolio managers, or the absence of such fees, create a conflict of interest as such differences provide a financial incentive for an IA-Rep to recommend portfolio managers with lower, or no fees, if the IA-rep believes a lower portfolio manager fee will allow the IA-Rep to negotiate a higher Advisory Fee. The IA-Rep also has an incentive to forgo the use of a portfolio manager or to recommend Programs with no portfolio managers, in order to negotiate a higher Advisory Fee. The ability of the IA-Rep to negotiate a higher Advisory Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. Assets in an account may be allocated to Funds as well as portfolio managers. Because BCI does not pay a management fee with respect to assets invested in Funds, the Manager Fee Component will be less if the account has a higher allocation to Funds. However, Funds in which the account is invested incur management fees and other operating fees and expenses as disclosed in the prospectus for each such Fund, which fees and expenses are in addition to the Investment Advisory Fee. There is no Manager Fee Component for the Destinations program. BCI has discretion to select portfolio managers and Funds for a client’s account and to determine the allocation of assets in an account among portfolio managers and Funds. The Manager Fee Component of the Investment Advisory Fee is determined by the fees BCI pays to unaffiliated portfolio managers of a client’s account (which are passed through directly to the client without mark-up) and the percentage of the account that is invested in Funds. The fees of portfolio managers may vary based upon such portfolio manager’s investment style and asset class. Accordingly, the amount of the Manager Fee Component (and thus the Investment Advisory Fee) will increase or decrease based upon the allocation among portfolio managers and Funds and the specific portfolio managers selected for the account. For example, the Manager Fee Component (and thus the Investment Advisory Fee) would increase if the allocation to portfolio managers (versus Funds) increases, whether due to superior performance of one or more portfolio managers or because BCI increases the overall allocation to portfolio managers or allocates assets to a portfolio manager who charges a higher fee. Conversely, if the allocation to Funds or to portfolio managers with lower fees increases, the Manager Fee Component MI1611_WMS.Orion 1025 Page 16 of 41  (and thus the Investment Advisory Fee) would decrease. BCI does not charge a Manager Fee Component on assets for which BCI, or a BCI affiliate serves as the portfolio manager. MMLIS Fee The MMLIS Fee is a bundled fee for the brokerage and advisory services provided by MMLIS and the custodial and clearing services provided by the Custodian. The MMLIS Fee is based on an annualized percentage of assets that clients invest in the WMS Orion Programs including any portion of the assets maintained in cash or other short-term investments. The MMLIS Fee consists of two sub-components: (i) the “Firm Fee,” which MMLIS uses to pay fees to the Custodian and other expenses associated with making the WMS Orion Services available to clients, and (ii) the IA-Rep Fee, which is the MMLIS IA-Rep’s portion of the Investment Advisory Fee. Firm Fee The Firm Fee includes an Execution, Clearing and Custody Fee of 0.06%. NFS charges MMLIS for certain products and services (such as clearing of transactions, centralized cashiering and bookkeeping) that MMLIS is responsible for providing to clients, and MMLIS sets its own price for such services in the form of the Execution, Clearing and Custody Fee. MMLIS will use the Execution, Clearing and Custody Fee to pay NFS for the services NFS provides to client accounts, cover its internal and external costs associated with processing transactions and providing other services and to generate revenue. The amount that NFS charges MMLIS for these products and services is less than the total amount of Execution, Clearing and Custody Fees MMLIS receives from client accounts and MMLIS retains the amount of the Execution, Clearing and Custody Fee that remains after paying NFS. This fee difference is sometimes called a “markup.” This practice creates a conflict of interest for MMLIS since it has a financial incentive to recommend its brokerage services through NFS as it earns substantial additional compensation for the services it provides. IA-Reps do not benefit directly from this markup arrangement. In addition, certain fees MMLIS pays to NFS decrease as the total assets custodied with NFS increase. As a result, we have an incentive to recommend advisory programs custodied with NFS (including the Program) over other advisory programs and to recommend that you increase your investment in your advisory account, as that allows MMLIS to pay NFS lower fees and keep a more substantial markup. Clients should also be aware that the calculation of the Execution, Clearing and Custody fee includes assets, such as NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives, that are excluded from the calculation of certain fees MMLIS pays to NFS. IA-Rep Fee The IA-Rep Fee is negotiable at the discretion of each MMLIS IA-Rep up to a maximum of 1.40% of the account assets. Prior to April 1, 2025, the maximum IA-Rep Fee was 1.26%. This compensation may be more than what the MMLIS IA-Rep would receive if the client participated in other programs made available by MMLIS or purchased the services provided under the WMS Orion Programs separately. The MMLIS IA-Rep therefore may have a financial incentive to recommend the WMS Orion Services over other programs or services available through MMLIS. Fees charged for similar services often vary by office and by MMLIS IA-Rep, and some MMLIS IA-Reps charge higher fees than other MMLIS IA-Reps for similar services. The final net compensation received by the MMLIS IA-Rep is subject to additional adjustments of fees between the MMLIS IA-Rep and MMLIS. MMLIS utilizes compensation schedules to calculate the overall compensation paid to MMLIS IA-Reps for their work associated with the WMS Orion Programs and other offerings at MMLIS. This compensation schedule varies monthly based on the IA-Rep’s earning in the previous twelve months. The compensation schedule is also impacted by the amount of certain advisory fees attributable to that IA-Rep or the IA-Rep’s team reaching a certain threshold. For this purpose, the relevant advisory fees are those earned on accounts in the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the WMS Orion Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (formerly MassMutual Trust Company). This creates an incentive for IA-Reps to charge higher advisory fees and commissions and increase advisory account balances, MI1611_WMS.Orion 1025 Page 17 of 41  particularly for the advisory programs for which MMLIS serves as the broker-dealer and that are custodied with NFS (including the WMS Orion Programs) and assets managed by MassMutual Private Wealth & Trust, FSB (“Trust Accounts”). It also creates an incentive for IA-Reps to favor these advisory programs over other advisory programs. Finally, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the advisory programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. IA-Rep managers may receive a bonus for certain newly Series 7 licensed IA-Reps who achieve $1 millio n or more in net inflows to MMLIS brokerage and advisory accounts within 12 months of becoming licensed. This creates an incentive for the IA-Rep to recommend MMLIS advisory and brokerage accounts over other third party services that may be available. MMLIS addressed this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it to you. In addition, IA-Reps can earn an Advisor Growth Bonus (“Growth Bonus”). The Growth Bonus will be paid to IA-Reps who grow Net Assets by a certain amount by the end of 2024 within the following “Eligible Products and Services”: (1) advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs), (2) MMLIS fee-based annuities, (3) MMLIS brokerage accounts, and (4) Trust Accounts. Net Assets are calculated by subtracting asset withdrawals (including account terminations) from the sum of the amount of assets in new accounts and the amount of new assets in existing accounts. To qualify for the Advisor Growth Bonus, IA-Reps must also maintain a certain amount of assets in Eligible Products and Services. The Growth Bonus creates an incentive for IA-Reps to recommend Eligible Products and Services (including the Programs) over third-party programs and other similar types of accounts offered by third parties. MMLIS addresses this conflict of interest by disclosing it to you, and supervising account and program recommendations in compliance with its fiduciary duty to you. The Firm Fee and IA-Rep Fees create an incentive for MMLIS and IA-Reps to recommend the WMS Orion Programs over third-party advisory programs and other types of accounts or services offered by MMLIS and, because the amount of each of the Firm Fee and IA-Rep Fee increases as the amount of assets in the account increases, to recommend larger investments in the WMS Orion Programs. This incentive applies to both the initial recommendation to open an account in a WMS Orion Program and recommendations to make subsequent contributions to such account. MMLIS also has an incentive program where a MMLIS IA-Rep will receive an additional percentage of the compensation paid to MMLIS based on total client assets attributable to that MMLIS IA-Rep or the MMLIS IA-Rep’s team. For these purposes, the total client assets include assets across certain advisory programs offered by MMLIS (including the WMS Orion Programs). These incentive programs create a conflict of interest and an incentive for MMLIS IA-Reps to recommend these advisory programs (including the WMS Orion Programs) to clients over third-party advisory programs and other types of accounts or services offered by MMLIS. This incentive applies to both the initial recommendation to open an account in a WMS Orion Program and to make subsequent contributions to such account. In addition, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. In addition, this incentive program does not take into account how the assets in an advisory program are invested. MMLIS IA-Reps do not receive any more or less compensation based on what mutual funds or mutual fund share classes clients are invested in, or what percentage of a client’s account is invested in cash or cash alternatives. Additional Information Regarding the Investment Advisory Fee and Other Fees and Expenses The fees charged to a specific client will be disclosed in the Client Agreement signed by the client. Clients should consider all relevant factors before contributing mutual fund shares to a WMS Orion Program, including the fact that clients may have paid a front-end sales charge and any applicable contingent deferred sales charges or MI1611_WMS.Orion 1025 Page 18 of 41  redemption fees will remain the client’s responsibility and will be in addition to the Investment Advisory Fee. Clients should also consider that the contributed mutual fund shares may not be the lowest cost share class available. No fee adjustment will be made for appreciation or depreciation in the asset value of an account during any quarterly period, or for any partial withdrawals during such period. Clients also are subject to an Investment Advisory Fee for any additional contribution(s) to their account in a calendar quarter, which will be charged on such date based upon the market value of the contributed assets, prorated for the number of days remaining in the billing period and based on WMS Orion’s then current fee schedule applicable to the account. Beginning October 1, 2023, clients are subject to an Investment Advisory Fee for any additional lump sum contribution(s) in a calendar month. Such clients will pay for that portion of the ongoing monthly Investment Advisory Fee that relates to the number of days remaining in the calendar month on the date of an additional contribution. Clients may withdraw assets from their account at any time, subject to the usual and customary settlement procedures. All withdrawals are first funded from the cash sweep option. Withdrawals may have tax consequences such as capital gains or other applicable taxes. If the amount maintained in the cash sweep option is not enough to meet a withdrawal request, the remaining amount of the withdrawal request will be satisfied at BCI’s discretion. No retroactive adjustment will be made to the Investment Advisory Fee for any partial withdrawals. Clients pay the Investment Advisory Fee and other applicable fees and expenses by instructing NFS through the Client Agreement to debit automatically the Investment Advisory Fee and applicable Expenses from their account. The amount debited to pay the Expenses will appear on statements clients receive from NFS. The Expenses are first deducted by NFS from assets a client has in the cash sweep option. The money debited from client’s account for the Investment Advisory Fee will be sent by NFS to BCI. BCI will then pay the MMLIS Fee to MMLIS. The mutual funds in the WMS Orion Program are “no load” or “load” waived mutual funds, meaning the sales charges typically associated with mutual funds will not be charged to client. Additional Client Fees Each client account is subject to an annual fee of $20, which is charged at the end of June, unless the account is registered to receive both account statements and confirmations electronically before a set date of each year (currently, June 21, 2025). This fee was formerly $10. Accounts opened between April 1 and June 30 will be exempt from this fee until the following year. Please see Item 10 – “Incentives Relating to Electronic Delivery” for additional information about electronic delivery. Under certain circumstances, your IA-Rep may elect to pay this fee on your behalf. Each Self-Employed 401(k) Account is subject to an annual fee of $35, which is charged in November. Client accounts are subject to the following brokerage termination fees (the “Termination Fees”): • Retirement Account - $125 • All Other Accounts (if transferred to a different firm) - $50 Termination Fees are deducted by NFS from the proceeds at termination. The Investment Advisory Fee does not include these fees. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts and the Termination Fee for Retirement Accounts) are higher than the corresponding fee NFS charges MMLIS and therefore MMLIS receives additional revenue from charging these fees. Orion charges a $75 sleeve fee for households with accounts totaling under $100,000. This fee is waived if the client account is using a Destinations model. Further information regarding other charges and fees assessed may be found in the appropriate prospectus, or offering document of the security, and the OPS Brochure. Clients may be able to pay lower expenses by investing directly in those securities. MI1611_WMS.Orion 1025 Page 19 of 41  ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Neither MMLIS nor BCI charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client) with respect to any of the programs or advisory services discussed herein. ITEM 7. TYPES OF CLIENTS MMLIS provides the WMS Orion Services to high-net worth and ultra-high net worth investors, family offices, institutions and endowments. To be eligible for the WMS Orion Services, clients must have at least $1 millio n or more in investable assets. The Wealth Advisory program has a $1 millio n dollar minimum. Clients who invest in the Wealth Advisory program may also invest in the Core Asset Manager program or the Destinations program. The Core Guided program has a $500,000 minimum and the Core Select program does not have a minimum. In the Destinations program, Destinations has a $10,000 minimum and Destinations ETF has a $25,000 minimum. Exceptions to these minimums may be made on a case-by-case basis. Clients are required to execute a Client Agreement and complete an application form in order to participate in the WMS Orion Programs. Some clients (e.g., a trust or a corporate pension plan) may be required to submit additional documentation in order to open an account. Additional contributions are allocated initially to the cash sweep option, and will remain there until invested by BCI in accordance with the investment strategy selected by the client. Once a client account is opened, if it is not funded within 120 days, the account will be closed without notice to the client. If the account is funded but does not meet the required minimum within 120 days of account opening, the account will be moved to a non-managed brokerage account after notice to the client. If an account is funded to at least the account minimum and then falls below the account minimum requirement at any time and for any reason, BCI or MMLIS may, in its discretion, close the account and, in such event, MMLIS may transfer the assets therein to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by MMLIS on its brokerage accounts. Clients who intend to fund their account with securities that cannot be accepted into a WMS Orion Program will need to liquidate those securities before transferring them into a WMS Orion Program. Alternatively, BCI, in its discretion, may liquidate those securities holdings. Such liquidation of current securities holdings may have tax consequences that should be carefully considered and discussed with a qualified tax advisor before the client initiates the transfer into a WMS Orion Program. If a client transfers securities that can be accepted into a WMS Orion Program account, BCI may sell certain other securities in the account at its discretion to maintain the asset allocation of the account. If a client transfers certain mutual funds into the account held in a share class not available in the WMS Orion Program, BCI will convert such shares into the appropriate share class available under the WMS Orion Program. These sales may result in a taxable event in which capital gains or other taxes apply. A client therefore should consult with a tax professional before initiating the transfer. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Client assets in accounts in WMS Orion Programs are invested solely by BCI based on BCI’s proprietary investment strategies and analyses in accordance with the Portfolio selected by the client. A client should carefully review Item 8 of OPS’ Brochure for details about WMS Orion’s methods of analysis, investment strategies, risks and other pertinent disclosures. MI1611_WMS.Orion 1025 Page 20 of 41  Funds and strategies managed by BCI may be selected for client accounts in the WMS Orion Programs. BCI does not employ the same due diligence procedures that it applies to other fund managers and portfolio managers in evaluating itself. However, BCI does not charge a Manager Fee Component on assets for which BCI or a BCI affiliate serves as the portfolio manager, which eliminates the incentive to include itself in the WMS Orion Programs and in a client’s account and mitigates the potential conflict of interest that might otherwise arise. Clients should understand that investing in the WMS Orion Programs involve risks that clients should be prepared to bear. Clients may experience loss in the value of their account under the WMS Orion Programs, including loss of principal, due to market fluctuation. There is no guarantee that a client’s investment objective will be achieved by participating in the WMS Orion Programs. Client should read carefully the OPS Brochure, the Portfolio Manager Brochure for each selected portfolio manager, the prospectus for each selected mutual fund, and the applicable disclosure document for any other selected investment in client’s account. These documents contain information regarding the fees, expenses, investment objectives, investment techniques and risks of the WMS Orion Programs and the investments available in the WMS Orion Programs. No warranties or representations are made by MMLIS concerning the benefits of investment in the WMS Orion Programs. Neither MMLIS nor the MMLIS IA-Reps provide legal or tax advice. Clients with tax or legal questions should seek a qualified independent expert. ITEM 9. DISCIPLINARY INFORMATION The following legal or disciplinary events related to MMLIS may be material to your evaluation of whether to receive investment advice from MMLIS. Please carefully review Item 9 of the WMS Orion Brochure for any details about WMS Orion. MMLIS entered into a Consent Agreement and Order (“Order”) with the Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing, Compliance and Examinations (“Bureau”) for the resolution of a matter effective July 6, 2015. The Firm neither admitted, nor denied the allegations. The matter arose out of the conduct of a deceased former representative of MMLIS who operated an unapproved outside business activity through which he issued, offered and sold unregistered promissory notes to certain Pennsylvania residents. The issuance, offer and sale of the notes by the representative were not approved by MMLIS. The Bureau received five complaints and was aware of twelve notes totaling approximately $385,000. The Firm was subject to a sanction under Section 305(a)(vii) of the 1972 Act, 70 P.S. §1-305(a)(vii) for a failure to reasonably supervise an agent of MMLIS. The Order directed MMLIS to (i) pay an administrative assessment in the amount of $100,000; (ii) pay legal and investigative costs in the amount of $25,000; (iii) comply with the 1972 Act, and its Regulations as adopted by the Department, 70 P.S. §1-101, et. seq; and (iv) represent to the Department that it had made payments to certain Pennsylvania residents related to the securities activities of the representative and his outside business. Payment to certain Pennsylvania residents in the amount of $150,840.62 was made on June 30, 2015. MMLIS entered into an AWC with FINRA for the resolution of a matter effective November 15, 2016. FINRA made findings that the Firm disadvantaged certain retirement plan and charitable organization customers that were eligible to purchase Class A shares in certain mutual funds without a front-end sales charge (“Eligible Customers”). FINRA found that these Eligible Customers were instead sold Class A shares with a front-end sales charge or Class B or C shares with back-end sales charges and higher ongoing fees and expenses. The AWC stated that MMLIS failed to establish and maintain a supervisory system and written policies and procedures reasonably designed to ensure that Eligible Customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. The AWC also stated that MMLIS failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. FINRA found that the Firm relied on its financial advisors to determine the applicability of sales charge waivers, but failed to maintain adequate written policies or procedures to assist financial advisors in making this determination, including failing to establish and maintain written procedures to identify applicable sales charge waivers in fund prospectuses for Eligible Customers. Without admitting or denying the findings, MMLIS consented to a censure and agreed to pay restitution to investors totaling $1,864,167.77, plus interest. MMLIS (and three other broker-dealers affiliated with MassMutual) entered into an AWC with FINRA for the resolution of a matter effective June 30, 2017. FINRA made findings that the Firm failed to maintain certain electronic books and records in a non-erasable and non-rewritable format known as the “Write Once, Read Many” (WORM) format MI1611_WMS.Orion 1025 Page 21 of 41  that is intended to prevent the alteration or destruction of broker-dealer records stored electronically. The findings also stated that MMLIS failed to (i) provide the required 90-day notice to FINRA prior to retaining a vendor to provide electronic storage, (ii) implement an audit system as required for such electronic books and records, (iii) provide letters of undertaking from independent third-parties with the ability to access and download information from the Firm’s electronic storage media; and (iv) enforce written supervisory procedures concerning the Firm’s storage of electronic brokerage records in WORM format. Without admitting or denying the findings, MMLIS consented to a censure and agreed to a fine in the amount of $750,000 (to be paid jointly and severally by the three other MassMutual affiliated broker-dealers). The Firm also agreed to certain undertakings, mainly to submit to FINRA within 60 days a written plan of how MMLIS will conduct a comprehensive review of the adequacy of the relevant policies and procedures (written and otherwise), including a description of remedial measures leading to full compliance. MMLIS entered into an AWC with FINRA for the resolution of a matter effective March 20, 2020. FINRA made findings that the Firm failed to ensure that access to a third-party system was limited to only those former registered representatives of a company that was acquired by the Firm for whom access was agreed to be given. As a result, additional former registered representatives and associated persons of the Firm had access to the third-party system after the acquisition. Because MMLIS was unaware that these additional registered representatives and associated persons had access to the third-party system after the acquisition, the Firm did not notify the third party when those registered representatives and associated persons ceased to be associated with the Firm. As a result, the third party did not timely shut off those former registered representatives’ and associated persons’ access to the third-party system. The third-party system stored customer records and information, including nonpublic personal information. Without admitting or denying the findings, the Firm consented to a censure, a fine of $75,000, and the entry of findings that it failed to prevent certain registered and associated persons who had been terminated from the Firm from continuing to access customer records and information, including nonpublic personal information, in violation of the SEC’s Regulation S-P and FINRA Rule 2010. On September 10, 2021, MMLIS entered into an agreement and order (“Order”) with the U.S. Securities and Exchange Commission (“SEC”). The Firm neither admitted nor denied the allegations in the Order. The Firm was censured and ordered to cease and desist from committing or causing violations or future violations of Section 206(2) or 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. In connection with the Order, MMLIS agreed to pay disgorgement of $1,150,505, prejudgment interest of $258,952.29 and a penalty of $700,000. The Order included allegations regarding breaches of fiduciary duties by MMLIS and MSI Financial Services, Inc. (“MSI”), a formerly registered investment adviser and broker-dealer that was integrated with MMLIS in March 2017, in connection with third-party compensation that MMLIS and MSI received based on their advisory clients’ investments without fully and fairly disclosing their conflicts of interest. In particular, the Order stated that during certain periods since at least March 2015, MMLIS and MSI invested clients in certain share classes of mutual funds that resulted in the firms receiving revenue sharing payments pursuant to agreements with their unaffiliated clearing broker. The SEC alleged that in spite of these financial arrangements, MMLIS and MSI provided no disclosure or inadequate disclosure of the conflicts of interest arising from this compensation. The SEC alleged that MMLIS and MSI also breached their duty to seek best execution by causing certain advisory clients to invest in share classes of mutual funds that paid revenue sharing when share classes of the same funds were available to the clients that presented a more favorable value under the particular circumstances in place at the time of the transactions. Furthermore, the Order stated that MMLIS and MSI failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices and disclosure of conflicts of interest arising out of its revenue sharing practices. As a result of the conduct described herein, the SEC alleged that MMLIS willfully violated sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division (“MSD”) for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The MSD alleged that MMLIS failed to supervise its broker-dealer agents’ posting about securities on social media, trading in outside accounts of other individuals, and excessive trading in personal accounts, and that these allegations constituted violations of Mass. Gen. Laws 204(A)(2)(J). In connection with the Order, MMLIS was censured and agreed to pay a fine of $4,000,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities laws and engage an independent third party consultant to review polices and written supervisory procedures regarding (1) its broker-dealer agents’ use of social media platforms, (2) detecting and monitoring broker-dealer agent trading MI1611_WMS.Orion 1025 Page 22 of 41  in the accounts of others, and (3) monitoring of personal trading of registered agents. MMLIS also agreed to conduct compliance training and three years of annual compliance audits. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective September 15, 2021. The Firm neither admitted, nor denied the allegations. The allegations stated that MMLIS employed three hundred four (304) individuals who transacted securities business in Massachusetts, sixty-three (63) individuals who supervised MMLIS agents transacting securities business in Massachusetts, and one hundred eleven (111) agency supervisor officers who assisted in supervising agents while not registered as agents. In connection with the Order, MMLIS was censured and agreed to pay a fine of $750,000. MMLIS was ordered to cease and desist from future violations of Massachusetts securities law and conduct a review of policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective December 20, 2021. The Firm was censured and ordered to pay $617,726.28, plus interest, in restitution to impacted customers. In resolving the matter, MMLIS provided substantial assistance to FINRA and, accordingly, no monetary sanction was imposed. The AWC stated that the Firm’s systems and procedures for supervising representatives’ 529 plan share class recommendations were not reasonably designed. The Firm allegedly failed to provide supervisors with adequate guidance and information necessary to evaluate the suitability of representatives’ 529 plan share class recommendations, and also failed to provide guidance to representatives regarding the share class suitability factors specific to 529 plan investments when recommending 529 plans. In particular, supervisors approved numerous 529 C share transactions without having access to or considering beneficiary age, a relevant factor in evaluating the suitability of 529 share-class recommendations. Moreover, the Firm did not conduct training for representatives regarding 529 plan share classes or otherwise provide guidance with respect to the relevant suitability factors when recommending a particular 529 plan share class. The AWC also stated that the Firm failed to reasonably supervise mutual fund and 529 plan transactions for available breakpoints. The Firm’s supervisory system was not reasonably designed to identify and apply all available breakpoint discounts. The Firm required its registered representatives to complete a breakpoint worksheet for Class A share purchases in mutual funds of 529 plans to identify available breakpoint discounts, but did not require breakpoint worksheets for direct or automatic contribution transactions made subsequent to an initial investment. The Firm relied on an exception report to identify missed mutual fund and 529 plan breakpoints. However, the exception report only captured transactions of $500 or more. As a result, the AWC stated the Firm failed to have a system reasonably designed to aggregate for breakpoint purposes, customers’ contributions to mutual funds and 529 plans if those contributions were in amounts less than $500. MMLIS entered into an agreement and consent order (“Order”) with the Massachusetts Securities Division for the resolution of a matter effective August 16, 2022. The Firm neither admitted, nor denied the allegations and MMLIS was ordered to cease and desist from future violations of Massachusetts securities law. The allegations stated that MMLIS failed to: (1) reasonably supervise a representative’s variable annuity sales practices, (2) ensure that its representative properly informed clients of the general terms of variable annuities recommended, and (3) ensure that its representative properly disclosed commissions received in connection with clients’ purchases of variable annuities and their premium payments. In connection with the Order, MMLIS was censured and the Firm agreed to: (1) pay a fine of $250,000, (2) make certain remediation payments to clients, and (3) conduct a review of related policies and procedures. MMLIS entered into an AWC with FINRA for the resolution of a matter effective May 16, 2023. Without admitting or denying the findings, the Firm consented to a censure and agreed to pay a fine of $250,000. The AWC stated that the Firm had failed to timely amend its associated persons’ Forms U4 and U5 to report disclosable events, including but not limited to customer complaints and arbitrations, the disposition of complaints, criminal charges, bankruptcies, internal review and investigations, and regulatory actions. The AWC also stated that the Firm failed to establish, maintain and enforce reasonable supervisory procedures, including written supervisory procedures, to timely and accurately report regulatory events on Forms U4 and U5, the Firm’s procedures were not reasonable to ensure effective communications among the Firm’s departments concerning events that may warrant disclosure. In addition, the AWC stated that the Firm’s system for updating previously reported customer complaints and arbitrations led to over a dozen late filings. The AWC also stated that the Firm has since recognized these deficiencies and subsequently revised its supervisory system; the Firm also implemented a new system provided by a third-party vendor designed to improve interdepartmental communication of reportable events. MI1611_WMS.Orion 1025 Page 23 of 41  MMLIS entered into a Stipulation and Consent Order in Lieu of Cease and Desist Proceedings with the State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, effective September 26, 2023. MMLIS self-reported to the State of Michigan that it failed to properly submit necessary investment adviser representative registration application materials for an individual investment adviser representative from 2010 to 2023. The individual was registered as a broker-dealer agent during this period of time, and became registered as an investment adviser representative on or around August 6, 2023. The State alleged that MMLIS’ inadvertent failure to properly submit registration materials resulted in it materially aiding violations of MCL 451.2404 by the individual. MMLIS neither admitted or denied the allegation and was ordered and agreed to: (1) pay a fine of $10,000, (2) conduct a review of related policies and procedures, and (3) send a notification letter to impacted advisory clients notifying them of the Consent Order. The Virginia Division of Securities and Retail Franchising issued a settlement order against MMLIS, effective October 4, 2024, in which the Division alleged that 516 MMLIS registered representatives were unregistered in the state but assigned to Virginia client accounts as of October 2021. Without admitting or denying the allegations, MMLIS agreed to pay a $50,000 penalty and $15,000 to defray costs of the investigation, and agreed to not violate the relevant section of the Virginia Securities Act in the future. MMLIS consented to an AWC with FINRA, effective November 19, 2024, in which the Firm consented to sanctions and the entry of findings regarding its supervisory system, without admitting or denying the findings. The AWC stated that MMLIS’ supervisory system was not reasonably designed to achieve compliance with the Firm’s obligation to supervise consolidated reports for the following reasons: a) there was no system to alert supervisors when registered represen- tatives made manual entries; b) the required supervisory review of draft reports did not include a verification of manually entered assets; and c) the Firm had no system to alert supervisors if registered representatives made brokerage account information available to customers online through the consolidated reporting system prior to supervisory review. In addition, the AWC alleged that the Firm failed to detect that a registered representative was using falsified data and fictitious accounts in the consolidated reporting system due to the lack of manual account entry review. MMLIS was censured and fined $700,000, compensated customers for damages related to the registered representative’s actions and made improvements to its supervisory system to address the stated issues. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS MMLIS is registered with the SEC as an investment adviser and a broker-dealer and its principal officers are registered as investment adviser representatives and/or registered representatives (“RRs”) of MMLIS. In its capacity as a broker-dealer, MMLIS sells variable insurance products and general securities (including, but not limited to, stocks, bonds, municipal and government securities), and mutual funds to the public. As part of this business, MMLIS, through its RRs (who may also be MMLIS IA-Reps), provides a broad range of securities brokerage services to customers, including persons who otherwise participate in one of the WMS Orion Programs. As a broker-dealer, MMLIS effects securities transactions for these brokerage customers for compensation and may recommend that customers buy or sell securities or other investment products in which MMLIS or its officers, directors, employees, RRs or MMLIS IA-Reps have a financial interest or may themselves purchase or sell. For example, MMLIS may recommend that brokerage customers purchase, among other investments, variable annuity or variable life insurance contracts issued by an affiliate. Clients should be aware that MMLIS’s and its RRs’ compensation vary by product and by issuer. As noted, the products sold by MMLIS as a broker-dealer include products issued by affiliated insurance companies as well as those issued by unaffiliated issuers. Products issued by affiliates of MMLIS may pay MMLIS and/or its RRs more compensation than products issued by companies that are not affiliated with MMLIS. The following describes the relationship or arrangement that MMLIS has with its affiliates and WMS Orion that may be material either to the advisory business of MMLIS or to clients participating in WMS Orion Programs. MI1611_WMS.Orion 1025 Page 24 of 41  Broker Dealers, Other Investment Advisers and Investment Companies In 2024, BCI paid approximately $1.8 millio n to MMLIS as part of MMLIS’s Strategic Partner Program. MMLIS expects to receive a similar amount from BCI in 2025. Please see Item 14 for information about the Strategic Partner Program. In addition to the advisory business relationship between BCI and MMLIS as described in Item 4 above, MMLIS has entered into other agreements with BCI – one agreement is for a co-advisory arrangement and the other is an agreement to solicit advisory clients for BCI. Please contact MMLIS or your MMLIS IA-Rep for additional information about these agreements. MMLIS’s management persons, including its directors and executive officers, are registered representatives and/or associated persons of MMLIS. Management persons may also be registered or associated with MMLIS’s affiliated broker- dealers MML Distributors, LLC and MML Strategic Distributors, LLC and with its affiliated investment advisers, including MML Investment Advisors, LLC. MMLIS is owned by MassMutual Holding LLC. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. MMLIS’s registered representatives and MMLIS IA-Reps are all licensed insurance agents or brokers of MassMutual and/or other affiliated or unaffiliated insurance companies. In their capacity as insurance agents, IA-Reps earn compensation when they sell insurance products. This compensation creates a conflict of interest because IA-Reps have a financial incentive to recommend clients use their accounts as collateral for the purpose of financing insurance product premiums, including MassMutual insurance products. Additionally, to maintain their status as an agent of MassMutual, agents are required to meet minimum sales thresholds of MassMutual insurance products. Sales of MassMutual insurance products also count towards their eligibility for MassMutual health and retirement benefits, as well as rewards, recognition and trips. These compensation programs create a different conflict of interest because IA-Reps have additional financial incentives to recommend clients use their accounts as collateral to purchase MassMutual insurance products. This is also a conflict for MMLIS because our affiliates receive compensation when clients purchase insurance products from affiliated insurance companies. MMLIS’s registered representatives are all licensed to sell securities and may effect securities transactions for compensation for any client. MML Investment Advisers, LLC acts as an investment adviser, and MML Distributors, LLC acts as principal underwriter, for certain mutual funds, including the MassMutual Select Funds, the MassMutual Premier Funds, MML Series Investment Fund and the MML Series Investment Fund II. MML Distributors, LLC is owned by MassMutual Holding LLC. MMLIS may recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MassMutual Holding LLC is also the sole shareholder of Barings LLC (“Barings”), a registered investment adviser. MMLIS had entered into a solicitor’s agreement with Barings whereby MMLIS received compensation for referring clients to Barings for asset management services. Barings accounts have been assigned, with client’s consent, to LMCG Investments, LLC (formerly known as Lee Munder Capital Group LLC). MMLIS continues to receive a referral fee on those accounts. MMLIS may also recommend that its advisory clients invest in mutual funds advised by Barings. Recommending a mutual fund advised or distributed by an affiliate (an “Affiliated Fund”) creates a conflict of interest between MMLIS and advisory clients. Investing in an Affiliated Fund results in additional compensation being paid to MMLIS and/or one of its affiliates. In many cases there are alternative funds that are available for investment that will provide clients with substantially similar exposure to the asset class or sector represented by an Affiliated Fund. MMLIS addresses this conflict of interest by disclosing it to clients, suitability reviews of recommended securities and other products and through supervision of the MMLIS IA-Reps. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. MassMutual, directly and/or through one or more of its affiliates, owns common shares (approximately 17% of outstanding common shares) and preference shares of, and has certain shareholder rights with respect to, Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, OppenheimerFunds, to Invesco. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an investment product advised and/or distributed by one or more Invesco entities. MMLIS addresses this conflict of interest MI1611_WMS.Orion 1025 Page 25 of 41  by disclosing it to clients, suitability reviews of recommended securities and other products and through supervision of the MMLIS IA-Reps. In addition, MMLIS generally relies on third parties to provide the underlying analysis to determine whether a mutual fund is eligible to be recommended in an advisory program. Clients cannot purchase Invesco common stock as an investment for their Account. Barings also issues alternative investments. MMLIS, in its broker-dealer or investment adviser capacity, may recommend that a client invest in an alternative investment issued by Barings. MMLIS addresses this conflict of interest by disclosing it to clients and supervising recommendations relating to alternative investments in compliance with its fiduciary duty to you. As previously described, MMLIS IA-Reps receive a portion of the compensation paid to MMLIS for the services described in this MMLIS Brochure. MMLIS utilizes compensation schedules to calculate the overall compensation paid to MMLIS IA-Reps for their work associated with the WMS Orion programs and other offerings at MMLIS. MMLIS also has an incentive program where a MMLIS IA-Rep will receive an additional percentage of the compensation paid to MMLIS based on total client assets attributable to that MMLIS IA-Rep or the MMLIS IA-Rep’s team. For these purposes, the total client assets include assets across certain advisory programs offered by MMLIS. This creates an incentive for MMLIS IA-Reps to recommend these advisory programs (including the WMS Orion Programs) to clients over other types of accounts or services offered by MMLIS. Also, if an IA-Rep is also a broker-dealer registered representative of MMLIS, this creates an incentive for the IA-Rep to recommend advisory accounts and the programs noted above over brokerage accounts. MMLIS addresses these conflicts of interest through clear and prominent disclosure to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. MMLIS is the co-underwriter for, and a distributor of, variable products of MassMutual and its subsidiaries. Such variable products are issued by separate accounts which are registered as investment companies. MMLIS may recommend these products to clients in its broker-dealer capacity. MassMutual Private Wealth & Trust, FSB is a wholly owned subsidiary of MassMutual. MMLIS has entered into a solicitor’s agreement with MassMutual Private Wealth & Trust, FSB whereby MMLIS and MMLIS IA-Reps receive compensation for referring clients to MassMutual Private Wealth & Trust, FSB for trust related services. In addition, assets managed by MassMutual Private Wealth & Trust, FSB that are attributable to an IA-Rep or an IA-Rep’s team are included in the calculation that determines whether an IA-Rep qualifies to receive a higher percentage of the IA-Rep Fee and overall compensation. The referral fee and these incentive programs create a conflict of interest and an incentive for IA-Reps to refer clients to MassMutual Private Wealth & Trust, FSB over other companies that provide trust related services. MMLIS addresses these conflicts of interest by disclosing them to you, and supervising referrals for compliance with its fiduciary duty to you. Additional information on certain related entities is specifically disclosed on Schedule D of Form ADV, Part 1 at Item 7.A. Part 1 of Form ADV can be accessed by following the directions provided on the Cover Page of this MMLIS Brochure. Relationship with NFS Not all investment advisers are dually registered as broker/dealers or have affiliates that are broker/dealers. Further, not all investment advisers that are dually registered as broker/dealers or that have affiliated broker/dealers require their clients to use the related broker/dealer as introducing broker. MMLIS has an incentive to select itself as the introducing broker-dealer for the WMS Orion Programs. In addition, although MMLIS is often able to obtain price improvement through its trade executions with NFS that it believes is beneficial to its clients, MMLIS’s clearing relationship with NFS provides MMLIS with economic benefits by using itself as the broker/dealer and NFS as the clearing firm for accounts. For example, MMLIS receives additional compensation in the form of revenue-sharing payments from NFS as described below and in Item 5 – Mutual Funds and Revenue Share from NFS. MMLIS’s agreement with NFS also provides that NFS shall pay to MMLIS incentive credits for reaching and maintaining certain levels of assets with NFS. MMLIS receives revenue sharing payments from NFS for investments in mutual fund shares in NFS’s NTF, iNTF and TF programs. MMLIS will not credit the client’s Account for any revenue share payments the Firm receives in connection with that Account. If available, MMLIS, as a broker-dealer, also earns 12b-1 fees from certain mutual funds (or their related persons) for providing distribution and/or administrative services to mutual funds (which are credited back to MI1611_WMS.Orion 1025 Page 26 of 41  clients’ accounts). In addition, the fee MMLIS pays to NFS is based on the aggregate assets clients invest in advisory accounts, excluding any investments in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue Sharing from NFS” and “MMLIS Fee to NFS” of this Firm Brochure for additional information about the revenue-sharing payments MMLIS receives from NFS, 12b-1 fees and the fee MMLIS pays to NFS, and the resulting conflicts of interest. MMLIS receives additional compensation from NFS in the form of annual recurring business development credits, based on the amount of net new assets that MMLIS customers’ custodied with NFS over the previous year (including the assets in the WMS Orion Programs), and maintaining a certain amount of accounts and assets that MMLIS customers’ custody with NFS (including the accounts and assets in the WMS Orion Programs). Therefore, MMLIS has an incentive to recommend products and services that will lead to more assets being custodied with NFS, including the WMS Orion Programs, over products and services that are custodied with other custodians. These credits are paid directly to the Firm and are not shared with MMLIS IA-Reps. MMLIS also receives compensation from the Sweep Programs that are provided by NFS. See Item 4 of this Firm Brochure for additional information about the Sweep Programs, the compensation that MMLIS receives, and the resulting conflicts of interest. NFS will also pay fees to attend Firm sponsored sales and/or training conferences. This additional compensation received by MMLIS creates a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to use NFS as its clearing firm for trade execution and custody over other firms that do not or would not share revenue with MMLIS. In selecting NFS as the clearing firm, MMLIS considers the full range and quality of NFS’s services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. This additional compensation also creates a conflict of interest because MMLIS has an incentive to recommend clients invest in advisory programs (including the WMS Orion Programs) for which MMLIS receives compensation from NFS over advisory programs (such as third-party programs) for which MMLIS does not receive compensation from NFS. This conflict applies to both the initial recommendation to open an account in a WMS Orion Program and to make subsequent contributions to such account. MMLIS received credits from NFS when it began using NFS as its clearing firm. If MMLIS terminates its relationship with NFS before a certain period of time, MMLIS will have to pay a portion of these credits back to NFS. MMLIS will also have to pay additional fees to NFS if MMLIS terminates its relationship with NFS before a certain period of time. These repayment and payment obligations create a conflict of interest with MMLIS’s clients because MMLIS has an economic incentive to continue to use NFS as its clearing firm for trade execution and custody over other firms. Additionally, NFS has waived certain sporadic fees that MMLIS owes to NFS. This also creates an economic incentive for MMLIS to continue to use NFS as its clearing firm for trade execution and custody over other firms. Further detailed discussion of the economic benefits MMLIS receives from its relationship with NFS can be found in this Item 10. MMLIS Sweep Program MMLIS provides “cash sweep” programs (each a “Sweep Program”) where uninvested cash balances (such as from securities transactions, dividends, interest payments, or deposits) in a client’s Account are deposited into a selected Sweep Program each business day. In certain circumstances, including periods of volatile or uncertain market conditions, any such Sweep Program may comprise all or a substantial portion of the Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, or for cash management purposes. The Firm, in its capacity as broker-dealer, selects the Sweep Program for client’s Account. Please review the Program Agreement, as well as other account opening documents or if applicable, communications provided by the Firm, for information about the Sweep Program utilized for your account. The Firm provides two primary Sweep Programs for accounts in the WMS Orion Programs, the Advantage Cash Sweep Program (“ACS”) and the Insight Cash Sweep Program (“ICS”). For the WMS Orion Programs, all non-retirement accounts utilize the ACS program and all individual retirement accounts (IRAs) utilized MI1611_WMS.Orion 1025 Page 27 of 41  the ICS program. Accounts that are ineligible for the ACS or ISC programs will utilize a money market fund designated by the Firm as the sweep option for Client’s Account. Clients utilizing a money market fund sweep option should review the fund prospectus provided for more information. Please review the Disclosure Documents for the ACS and ICS programs provided to you for more information about how these Sweep Programs work, including limitations, restrictions, how changes are implemented and additional discussion of conflicts. For current interest rates (and fees) and the Disclosure Documents for the ACS and ICS programs, please contact your MMLIS IA-Rep or go to the following URL: https://www.massmutual.com/investment/ cash-sweep-programs. MMLIS receives important and significant compensation and benefits from client use of the ACS and ICS programs. The compensation we receive from these sweep programs is in addition to the advisory fees that you pay (described further below under Item 5). This means that the Firm earns two layers of fees on the same cash balances in your Account with MMLIS. The ACS and ICS programs are multi-bank programs under which client funds not otherwise invested (e.g., cash balances) are swept into deposit accounts held at one or more participating FDIC-insured banks (and in some cases, into shares of a money market fund). Clients earn interest on such deposits (and dividends on investments in a money market fund, where applicable). The ACS and ICS programs are made available and administered by NFS and a designated administrator (“Administrator”), which both also earn fees in connection with record keeping and other services provided for the ACS and ICS programs. Fees for the ACS and ICS programs will typically exceed the interest paid on client deposits. If NFS did not earn fees in connection with the ACS and ICS programs, NFS would likely charge MMLIS higher fees for providing their clearing services. Under the ACS and ICS programs, NFS or the Administrator generally contracts with participating banks to make specific amounts of deposit capacities available at certain all-in funding rates, which are typically tied or related to the Federal Funds Rate (or a similar type of metric, composite, index, etc.). Client interest as well as ACS and ICS program fees (i.e., the compensation received by MMLIS, NFS and the Administrator) are paid from the bank’s all-in funding rates. All-in funding rates (generally a percentage applied to average daily program deposits at the bank), may be fixed, variable, subject to capacity and other requirements or a combination thereof. Capacity levels may be subject to minimums and maximums. Contract terms with each participating bank are unique and are expected to change over time. Accordingly, at any given time, participating banks will generally be paying different all-in funding rates notwithstanding interest earned by clients on their sweep deposits will not vary regardless of where their funds are actually swept. Moreover, changes in the Federal Funds Rate (or other applicable factor) will not immediately affect all-in funding rates paid or interest rates offered under the ACS and ICS programs. The Firm sets its compensation based on grids and formulas provided by NFS and/or the Administrator, but MMLIS is solely responsible for establishing its compensation levels under ACS and ICS programs. Thus, the higher the compensation received by MMLIS, NFS and the Administrator, the less available to pay client interest. The Firm will set its compensation levels for the ACS and ICS programs based on prevailing economic and business conditions, which are subject to change at any time. It is expected that the vast majority of the all-in funding rates paid by the banks will be paid to MMLIS, NFS and the Administrator. The Firm expects its compensation for the ACS and ICS programs will generally range from 60-85% of the Targeted Federal Funds rate on ACS and ICS program deposits, and vary by the amount of uninvested funds or cash included in the ACS and ICS programs. Accordingly, the interest rate clients receive on ACS and ICS program deposits will be lower than the all-in funding rates paid by the banks under these programs and will likely be lower than the rate of return on (i) other investment vehicles that are not FDIC-insured, such as money market mutual funds and (ii) on bank deposits offered outside of the ACS and ICS programs. MMLIS may change its compensation levels for the ACS and ICS programs and any such reductions or increases may vary between clients. The more client deposits held in ACS program and the longer such deposits are held, the greater the compensation MMLIS, NFS and the Administrator receive. Different banks participating in the ACS program pay different all-in funding rates (and are subject to different contractual requirements), creating an incentive for the Administrator to direct ACS program deposits to banks (through how the ACS program bank priority list(s) are designed or changed from time to time) that result in the Firm receiving greater compensation. Both MMLIS and NFS receive more compensation with MI1611_WMS.Orion 1025 Page 28 of 41  respect to amounts in the ACS and ICS programs than with respect to other sweep products. The fees MMLIS receives in connection with ACS and ICS programs create a conflict of interest and incentive for the Firm to offer and designate these programs as the cash sweep option for client accounts. In addition, the fees MMLIS receives in connection with the ACS and ICS program creates a conflict of interest and incentive for the Firm and your IA-Rep to recommend you maintain or maintain (if your IA-Rep has discretion), and/or increase cash balances in your Account, as cash balances in your Account increase compensation to MMLIS under the ACS and ICS programs. Please note your IA-Rep has an indirect conflict of interest due to their affiliation with MMLIS; the Firm does not share any compensation it receives from the ACS or ICS programs with your IA-Rep. The ACS and ICS programs are the only sweep options available for accounts in the WMS Orion programs, unless such accounts are ineligible for the ACS or ICS programs. Banks in the ACS and ICS programs do not have a duty to provide MMLIS clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other options available in the market, including money market mutual funds. Banks have the financial incentive to pay all-in funding rates as low as the market will permit. There is no necessary linkage between bank rates of interest and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objective, which can be found in the fund’s prospectus. NFS also receives an economic benefit for shares held in the “Money Market Mutual Fund Overflow” as further described in the ACS and ICS Disclosure Documents. The fee paid to NFS is for record keeping and other services with respect to amounts invested in the program. MMLIS may receive indirect benefit from investment in the Money Market Mutual Fund Overflow in the form of better contractual terms with NFS or increases to revenue sharing, credits or other payments from NFS described in this brochure. Given the conflicts discussed above, each client should consider the importance of ACS and ICS programs to MMLIS when evaluating our total fees and compensation, and deciding whether to open an account with MMLIS and/or the WMS Orion Programs. MMLIS mitigates these conflicts by disclosing them to you, such as in this brochure, and by not sharing the revenue generated from these sweep programs with MMLIS IA-Reps. For more information about this service and benefits that the Firm receives in connection with such deposits, please refer to the ACS and ICS Disclosure Documents, which you can request from your IA-Rep. In low interest rate environments, ACS and ICS program fees can exceed the interest paid on client deposits in these programs. This can result in you experiencing a negligible or negative overall investment return with respect to assets invested in the ACS or ICS Program. Please review the Disclosure Documents for the ACS and ICS programs regarding low interest rate environment scenarios. NFS Excess Trading Fee MMLIS does not pay transaction fees to NFS and MMLIS does not charge transaction fees to clients. However, when the number of trades in a client’s account exceeds a certain threshold within a certain period of time, NFS will charge MMLIS a set fee per trade. MMLIS does not pass this fee on to the client. This presents a conflict of interest because MMLIS has an incentive to limit the number of trades in a client’s account below the threshold that would lead to NFS charging MMLIS a transaction fee. This conflict is mitigated because BCI and the portfolio managers, not MMLIS or the MMLIS IA-Reps, have discretion to trade in client accounts. Transactions in NTF and iNTF mutual fund share classes, Fidelity funds, cash and cash alternatives are not counted towards the threshold. As a result, this conflict does not apply to transactions in these investments. Incentives Relating to Electronic Delivery When the number of MMLIS accounts that are custodied at NFS reach certain thresholds of adoption of electronic delivery of statements and confirmations, the percentage used to calculate MMLIS’s fee to NFS decreases. In addition, NFS charges MMLIS a fee for every account that receives statements and confirmations by U.S. mail. These economic arrangements create an incentive for MMLIS to encourage clients to adopt electronic delivery (by charging fees for paper delivery, for example). MI1611_WMS.Orion 1025 Page 29 of 41  Incentives Relating to Transferring Investments to an Advisory Account MMLIS’s Registered Representatives that are also IA-Reps of MMLIS have an incentive to recommend clients transition brokerage or direct accounts to an advisory account after clients have purchased or sold investments resulting in commissions or other fees. Except for quarterly performance reports delivered electronically to advisory account clients, MMLIS charges its Registered Representatives a fee for providing quarterly performance reports to clients. MMLIS does not charge this fee for advisory accounts. This creates an incentive for MMLIS’s Registered Representatives to recommend clients transition brokerage accounts to advisory accounts. MMLIS addresses these conflicts by disclosing them to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. IRA Rollovers – Conflict of Interest and Incentive MMLIS and IA-Reps have a conflict of interest and incentive to recommend IRA rollovers from a 401(k) or other employer-sponsored retirement account in order to earn compensation on investment recommendations for the IRA account. Fees and costs for investments acquired for an IRA account (including the WMS Orion Programs), and compensation generated for us from these transactions generally are higher than those for investments and transactions in employer-sponsored retirement accounts. There are also certain benefits associated with employer-sponsored retirement accounts that are not available with an IRA account. MMLIS addresses this conflict by disclosing it to clients and supervising account and program recommendations for compliance with its fiduciary duty to you. Relationship with BCI In addition to the advisory business relationship between BCI and MMLIS as described in Item 4 above, MMLIS has entered into another agreement with BCI to solicit advisory clients for BCI. Please contact MMLIS or your MMLIS IA-Rep for additional information about this agreement. Certain portfolio managers under the WMS Orion Programs are also Conference Partners or Strategic Partners of MMLIS. Please see Item 14 of this MMLIS Brochure for a discussion of MMLIS’s Conference Partner and Strategic Partner Programs. Pursuant to these programs, MMLIS receives compensation from those firms that are Conference and Strategic Partners. Therefore, MMLIS has a financial incentive for clients to select such Conference and Strategic Partners as portfolio managers for their account under the WMS Orion Programs. Please note that neither MMLIS nor the MMLIS IA-Reps have discretionary authority under the WMS Orion Programs to select portfolio managers. Certain MMLIS IA-Reps are also be affiliated with and provide investment advisory services, primarily financial planning services, through an investment adviser that is not affiliated with MMLIS (“Third-Party Adviser”). In that respect, such MMLIS IA-Reps may offer investment advisory programs through both MMLIS and the Third-Party Adviser. The compensation that they receive from the Third-Party Adviser for offering investment advisory services may be more or less than the compensation that they receive from MMLIS. While the investment advisory programs made available by the Third-Party Adviser may differ materially from the programs made available by MMLIS, the MMLIS IA-Reps may potentially recommend an investment advisory program that offers them the greatest compensation potential. MMLIS receives compensation as a result of the client’s participation in a WMS Orion Program. This compensation may be more or less than what MMLIS would earn if the client participated in other advisory programs made available by MMLIS, or if client did not participate in an advisory program and paid separately for investment advice, brokerage, and other services. Clients should discuss with MMLIS or the MMLIS IA-Rep the variety of programs and services available through MMLIS in order to independently determine which program(s) may be appropriate for their needs. MMLIS and its affiliates may give advice or take action in performing their duties for other clients or for their own accounts that differs from the advice provided, or in the timing and nature of action taken, with respect to clients in any investment advisory program made available through MMLIS. In addition, MMLIS and its affiliates may give advice or take action in performing their duties for one client in an investment advisory program that differs from the advice provided, or in the timing and nature of action taken, with respect to another client in the same investment advisory program. MI1611_WMS.Orion 1025 Page 30 of 41  While the client is under no obligation to purchase securities, insurance or additional products from, or through, MMLIS or its affiliates, if you choose to do so additional compensation will be paid to your MMLIS IA-Rep in his/her capacity as a registered representative and/or insurance agent as well as to MMLIS and/or its affiliates. Such compensation typically takes the form of commissions and other payment streams tied to the sale of products. As a result of such additional compensation being paid for the sale of products or services, a conflict of interest arises as the additional compensation gives the MMLIS IA-Rep an incentive to recommend products based on the compensation received, rather than on a client’s needs. In addition, your MMLIS IA-Rep may act as an insurance agent of an affiliated insurance company. He/she may sell securities or insurance products issued, sponsored, advised, underwritten, distributed, or serviced by MMLIS or one or more of its affiliates. In such cases, one or more of MMLIS’s affiliates is receiving compensation in addition to the commission and/or other compensation paid to MMLIS and your MMLIS IA-Rep in connection with such securities or insurance products. Thus, your MMLIS IA-Rep has a conflict of interest when recommending the sale of affiliated securities or insurance products as a registered representative or as an insurance agent. Certain associates of MMLIS (Investment Specialists and the Wealth Management Business Development Group) receive compensation from MMLIS to provide sales support to MMLIS IA-Reps. The compensation for Investment Specialists and the Wealth Management Business Development Group may be based on criteria related to the WMS Orion Programs, MMLIS brokerage and advisory accounts, as well as, the number of new financial plans for which they provided sales support. Clients should be aware that Investment Specialists and the Wealth Management Business Development Group have an incentive and a conflict of interest to recommend the WMS Orion Programs, MMLIS advisory and brokerage accounts and MMLIS Financial Planning to MMLIS IA-Reps and/or clients over products for which they do not receive compensation. MMLIS addresses this conflict by disclosing it to you and by supervising account and program recommendations for compliance with its fiduciary duty to you. MMLIS wants its clients to make an informed decision when they purchase products or receive services from a MMLIS RR or MMLIS IA-Rep. Therefore, MMLIS is disclosing material arrangements and any potential conflicts of interest that clients may find informative when making their decisions. In addition to providing disclosures to its clients, MMLIS, on an ongoing basis, communicates, trains and/or supervises its RRs and MMLIS IA-Reps on its policies and procedures regarding conflicts of interest. Nevertheless, clients should always carefully and independently review all product or program features and risks, along with any applicable disclosures before making any investment decisions. ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING MMLIS has adopted an Investment Adviser Code of Ethics (“Code”) for certain persons of MMLIS in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. This Code establishes required standards of business conduct, as well as policies and procedures that are reasonably necessary to detect and prevent personal trading activities that are, or might be an abuse of fiduciary duties or create conflicts of interest. The Code requires that all MMLIS IA-Reps and certain other affiliated personnel (together, “Access Persons”) acknowledge receipt and report violations of the Code. The Code sets forth standards with regard to an Access Person’s personal trading and establishes general prohibitions, including but not limited to, the observance of personal trade blackout periods for certain persons. The Code places additional obligations on Access Persons including the obligation to obtain pre-approval prior to opening new investment accounts and to only hold investment accounts with certain companies that must provide the Firm with electronic feeds of account transactions. SEC rules and guidance exempt certain types of securities and transactions from Code of Ethics reporting. The principles set forth in the Code that govern personal trading activities for Access Persons include: • The duty at all times to place the interest of advisory clients first; • The requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and • The fundamental standard that individuals should not take inappropriate advantage of their positions with respect to MMLIS and/or its advisory clients. MI1611_WMS.Orion 1025 Page 31 of 41  To prevent and detect violations of the Code, MMLIS reviews transactions within accounts that have been reported by Access Persons. A copy of the Code of Ethics will be provided to any client or prospective client upon request. Please refer to the cover page of this MMLIS Brochure for our contact information. MMLIS or the MMLIS IA-Reps may give advice or take action in performing their duties for other clients or for their own accounts that differs from the advice provided, or in the timing and nature of action taken, with respect to clients in the WMS Orion Programs. In addition, MMLIS and the MMLIS IA-Reps may give advice or take action in performing their duties for one client in a WMS Orion Program that differs from the advice provided, or in the timing and nature of action taken, with respect to another client in a WMS Orion Program. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in MMLIS’s Code of Ethics and Compliance Manual. MMLIS may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that MMLIS may recommend for purchase or sale by its clients. In connection with providing these services, MMLIS and its affiliated persons may come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, MMLIS and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should MMLIS or any of its affiliated persons come into possession of material nonpublic or other confidential information concerning any company, they will be prohibited from communicating such information to clients, and MMLIS will have no responsibility or liability for failing to disclose such information to clients as a result of following its policies and procedures designed to comply with applicable law. ITEM 12. BROKERAGE PRACTICES Clients are required to establish a brokerage account through MMLIS with NFS which will act as clearing firm and custodian for client’s assets under the WMS Orion Programs and authorize WMS Orion to effect all equity trades through the designated custodian unless WMS Orion or the portfolio manager (as applicable) determine that better execution may be obtained through an alternative broker as described below and in the WMS Orion Brochure. All fixed income trades are executed through brokers other than the designated custodian and WMS Orion and other managers have authority to select brokers to effect such trades. Custodian will act in the capacity as a clearing firm and perform centralized cashiering, bookkeeping and execution, clearing and settlement functions. Custodian will handle the delivery and receipt of securities purchased or sold in client’s brokerage account, receive and distribute dividends and other distributions, and process exchange offers, rights offerings, warrants, tender offers and redemptions. Client hereby acknowledges that directing BCI to place trades through MMLIS and NFS may result in certain costs or disadvantages to client, either because client may pay higher commissions or other costs on some transactions than might otherwise be attainable by BCI or a portfolio manager, or may receive less favorable execution on some transactions, or both. Not all advisers require their clients to direct brokerage transactions. Portfolio managers in the WMS Orion Programs are obligated to obtain best execution for any trading associated with Client’s account. In order to meet its best execution obligation, each portfolio manager may consider broker-dealers’ or clearing firms’ other than NFS in order to execute trades for accounts, including a broker-dealer or clearing firm affiliated with the portfolio manager. While most portfolio managers available in the WMS Orion Programs will utilize NFS trading capabilities to conduct trading for accounts as such trading costs are included within the Investment Advisory Fee, certain portfolio managers may periodically engage in “step-out” trading, utilizing broker-dealers or clearing firms other than NFS to obtain better execution for such trades. An account will incur costs in addition to the Investment Advisory Fee when step-out trades are executed for an account. These additional costs are reflected in the net purchase or sale price shown on the trade confirmation clients receive for the particular step-out trade but are not disclosed separately in the trade confirmation. Please refer to the OPS Brochure for more information on OPS’ brokerage practices. MMLIS does not use soft dollar research or services. MI1611_WMS.Orion 1025 Page 32 of 41  BCI attempts to effect transactions correctly and resolve any trade errors promptly and fairly. Should a trade error occur as a result of BCI’s handling of transactions for the account, and the error correction results in a gain, the gain will be kept by MMLIS. Gains that are captured due to trade errors are placed in MMLIS’s general account and may be used at MMLIS’s discretion, including to cover losses incurred by other clients for trade errors to the extent permitted by applicable law. If gains are not used to cover an expense within a fiscal year, such gains will be considered a profit and used for the benefit of MMLIS. If the error correction results in a loss, the loss will not be charged to the client. In addition, clients will not bear any costs associated with the correction of an error. ITEM 13. REVIEW OF ACCOUNTS Services Provided by MMLIS MMLIS, through the MMLIS IA-Reps, will be available during business hours to answer any questions that the client may have regarding their account and/or to provide client services. MMLIS will notify clients in writing at least quarterly to contact MMLIS if there have been any changes in their financial situation or investment objectives that might affect the manner in which their account assets should be managed, or if the client wishes to add or modify any existing investment restrictions imposed on the client’s account. MMLIS, or the MMLIS IA-Reps, will also contact clients at least annually to review each client’s account and to inquire whether anything has changed in client’s financial circumstances or investment objectives that might affect the manner in which the client’s account assets should be managed and if the client would like to add to, remove or modify any previously accepted investment restrictions imposed on the account. MMLIS may terminate the Client Agreement if the client does not respond to an IA-Rep’s request to meet for two consecutive years. The MMLIS IA-Rep is available on an ongoing basis to discuss the client’s participation in the WMS Orion Programs or the client’s investments in general. MMLIS will forward any updated information it receives from client to BCI for review and assist the client in making any appropriate changes to the client’s account, if necessary. Services Provided by WMS Orion Please see Item 13 of the OPS Brochure for a description of BCI’s review of accounts and the reports OPS provides to clients. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION MMLIS has a Strategic Partner Program with certain investment companies (“Strategic Partners”) that offer mutual funds and/or ETFs that are (a) available investment options in the WMS Orion Programs, and/or underlying investments in a model. Certain Strategic Partners are also portfolio managers in the WMS Orion Programs or are sponsors of alternative funds. Strategic Partners are provided with increased access to our home office personnel, registered representatives and investment adviser representatives (referred to herein collectively as “Representatives”). This access includes some or all of the following: (1) participation in sales conferences, (2) training and education seminar sponsorship, (3) receipt of MMLIS sales information and Representative lists, (4) access to various enhanced methods of communication with our Representatives, and/or (5) other services agreed to between the Strategic Partners and MMLIS. MMLIS also publicizes Strategic Partners and their products and services in proprietary marketing materials and/or websites, as well as providing links to Strategic Partners’ websites. Strategic Partners also provide support and help create targeted marketing campaigns for Representatives. You should be aware that the Strategic Partners pay MMLIS to be a part of the Strategic Partner Program, as discussed further below. Each Strategic Partner makes cash payments to MMLIS to participate in the Strategic Partner Program. This compensation allows MMLIS to offset some of the expenses associated with offering the Strategic Partner’s products and services (i.e., marketing, training and education, conferences and/or other expenses as permitted by applicable law), and gives the Strategic Partners access to resources and arrangements that we believe may enhance our Representatives’ understanding of the Strategic Partner’s products or services. MI1611_WMS.Orion 1025 Page 33 of 41  In 2024, BCI made the cash payments described in Item 10 to participate as a Strategic Partner. The following investment companies also made payments to MMLIS to participate as a Strategic Partner: American Funds, BlackRock, Invesco, Fidelity, BNY Mellon, and EQT, in order of largest contribution to smallest contribution (if Strategic Partners contributed the same amount, they are listed in alphabetical order). No Strategic Partner paid more than $5 millio n or less than $500,000 except for an alternative fund sponsor that is new to the MMLIS platform, paid less than $500,00. These Strategic Partners are expected to make similar or larger payments in 2025. None of the cash payments described in this section are made directly to the Representatives who sell these products and services (or their managers). Strategic Partners make payments to MMLIS based on one, or a combination, of the following: 1) a percentage of initial and/or additional investment amount made by MMLIS customers, 2) a percentage of total assets sold by MMLIS, 3) a flat fee, 4) fee(s) for attending MMLIS conferences or events, and/or 5) other formula agreed upon between a Strategic Partner and MMLIS as permitted by applicable law. MMLIS also has a Conference Partner Program with other investment companies that offer (1) mutual funds and/or ETFs that are (a) available investment options in the WMS Orion Programs, and/or (b) underlying investment options in a model, and/or (2) securities backed loans. Certain portfolio managers are also part of the Conference Partner Program. These investment companies (“Conference Partners”) contribute to and/or participate in MMLIS conferences and/or training meetings attended by Representatives. They also receive increased access to Representatives. The Conference Partner tier they select and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2024, MMLIS received payments from each of the following Conference Partners, listed in order of largest contribution to smallest contribution (if Conference Partners contributed the same amount, they are listed in alphabetical order): First Trust, Morningstar, City National Rochdale, JP Morgan, SEI, Ategenos, Blue Owl, Clark Capital, Donoghue Forlines, Franklin Templeton, LMCG, PIMCO, Russell Investments, Symmetry, Evestnet and Goldman Sachs. The amount of payments from these Conference Partners ranged from $75,000 to $200,000. Each payment was used to offset some of the expenses of the applicable conference or training meeting. These Conference Partners are expected to make payments ranging from $100,000 to $250,000 in 2025. MMLIS also receives access to free educational services from Northern Trust as a result of reaching a certain threshold of assets under management by Northern Trust belonging to MMLIS clients. MMLIS has other marketing support arrangements similar to but separate from the Strategic Partner Program described above. In 2024, MMLIS received $500,000 or less from each of Franklin Templeton, Lord Abbett and JP Morgan (in order of largest contribution to smallest contribution). These payments are based on a percentage of assets under management belonging to MMLIS clients held by each investment company. These investment companies are expected to make similar payments in 2025. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2025. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2024, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson, Equitable, Brighthouse, Prudential, Allianz, Lincoln, Nationwide, Transamerica, Pacific Life, Corebridge and Protective. No company paid more than $5 millio n. These variable annuity issuers are expected to make similar or larger payments in 2025. While these strategic partner and conference partner programs are unrelated to MMLIS’s investment advisory business, some of the variable annuity issuers offer mutual funds and/or ETFs that are (a) available Investment Options in the Programs and/or (b) underlying investments in a model. Certain of the variable annuity issuers or their affiliates could become portfolio managers. MMLIS has created a program by which ETF providers can pay for advisor level data on ETF assets held through MMLIS’s custodian, NFS. The fixed fee paid by the ETF providers is tiered, based on the level of data purchased, not on the asset levels of that ETF provider. The purchase of this data may result in the ETF providers having a greater portion of individual ETF sales based on their use of the information they receive to influence their marketing strategy. As a fiduciary, we endeavor at all times to put the interest of our clients ahead of our own interest. Clients should be aware that the receipt of such compensation in connection with the Strategic Partner Program, Conference Partner MI1611_WMS.Orion 1025 Page 34 of 41  Program, and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Strategic Partners, Conference Partners and other companies that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend the funds provided by Strategic Partners, Conference Partners and other participating companies over funds offered by entities that do not make marketing support payments to MMLIS, and to recommend the Strategic Partners, Conference Partners and other participating companies over portfolio managers that do not make marketing support payments to MMLIS or contribute to or participate in MMLIS conferences or training meetings. You should also be aware that the rate associated with marketing support and conference support payments differs among certain of the Strategic Partners, Conference Partners and other participating companies, and the basis on which the payments are calculated differs among certain of the Strategic Partners, Conference Partners, and other participating companies. Therefore, MMLIS has a financial incentive to favor those Strategic Partners, Conference Partners and other participating companies whose payment structure would result in the most compensation for MMLIS. We address this conflict by assuring that MMLIS’s Representatives (or their managers) do not share in the compensation received by MMLIS and do not receive differential compensation based on whether clients choose the mutual funds offered by Strategic Partners, Conference Partners and other companies that participate in these arrangements, or choose the portfolio managers that are Strategic Partners, Conference Partners and other companies that participate in these arrangements. Investment companies are not required to participate in MMLIS’s Strategic Partner or Conference Partner Program or other similar programs for their products to be investment options in the Program. Clients should also be aware that marketing or educational activities paid for with these payments lead to greater exposure of Strategic Partner’s, Conference Partner’s and other participating companies’ products and services with MMLIS’s RRs and MMLIS IA-Reps. Therefore, these payments create an incentive, and lead to a greater likelihood, for MMLIS or the MMLIS IA-Reps to recommend a fund of a Strategic Partner or Conference Partner (or other participating company) over the fund of another entity, or a portfolio manager who is a Strategic Partner or a Conference Partner (or other participating company) over other portfolio managers. These payments are in addition to the fees received by MMLIS under the WMS Orion Programs and any distribution or servicing fees described above. For marketing support arrangements where the payment amount is based on assets under management invested in a Strategic Partner’s products, MMLIS instructs its Strategic Partners to exclude assets from (i) qualified retirement plan accounts and IRAs, and (ii) accounts for clients located in Massachusetts, from the payment calculation. Clients should also be aware that MMLIS provides some of its affiliates with access to the marketing or education activities available to Strategic and Conference Partners without receiving payments from such affiliates. Calculating the marketing support payment based on client investments in the Strategic or Conference Partner firm, creates an incentive for MMLIS IA-Reps to recommend these Partner firms over other firms that do not provide marketing support to MMLIS. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. From time to time, MMLIS and its RRs receive other compensation from fund companies that issue funds that are available in the WMS Orion Programs. Such fund companies sponsor their own conferences for training and educational purposes, which certain of MMLIS’s RRs are invited to attend. In addition to MMLIS’ RRs attending these conferences without charge, these fund companies also reimburse or pay for the travel and other related expenses incurred by MMLIS’s RRs or reimburse a Firm’s branch office for expenses related to dinners or events for clients and other miscellaneous business-related expenses incurred by RRs. Some fund companies provide free investment tools to RRs. These conferences, reimbursements and access to free investment tools create an incentive for MMLIS and the MMLIS IA-Reps to make available and recommend (or select on a client’s behalf) the funds provided by the sponsoring fund companies. These fund companies may also provide nominal gifts to the Firm’s RRs. MMLIS enters into certain agreements with various organizations and associations pursuant to which such entities endorse financial products and services offered by or through MMLIS and its affiliates. Typically, such entities provide access to their members in exchange for a flat fee or other negotiated compensation arrangement permitted by applicable law. MMLIS enters into marketing arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from MMLIS for referring prospective investment advisory clients to MMLIS. The compensation could be monetary MI1611_WMS.Orion 1025 Page 35 of 41  or non-monetary. such as mutual referrals. Where required by federal or state law, each marketing arrangement will be governed by a written agreement between MMLIS and the Solicitor. Clients who are referred to MMLIS through a Solicitor will be provided with a separate disclosure statement by the Solicitor that describes the material terms of the compensation arrangement between the Firm and the Solicitor, any material conflicts of interest resulting from the relationship between the Firm and the Solicitor, and whether the Solicitor is a client of the Firm, and any other information or document required to be provided under applicable law. The fees and expenses that MMLIS pays to a Solicitor under these referral arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements may affect the amount of MMLIS’s overall fees or its willingness to negotiate fee reductions in particular instances. Under these marketing arrangements, a Solicitor introduces prospective clients to MMLIS or a MMLIS IA-Rep to further discuss with the IA-Rep whether MMLIS’s investment advisory services, including a WMS Orion Program, may be appropriate for the prospective clients. The Solicitor’s sole responsibility under the marketing arrangement is to refer prospective clients to MMLIS or a MMLIS IA-Rep and may not provide investment advice to prospective clients or MMLIS’s clients on behalf of MMLIS or the MMLIS IA-Reps. MMLIS, in its capacity of a broker-dealer, may refer customers to third-party investment banks and receive a referral fee from the investment bank for this service. These referrals are not made in MMLIS’s capacity of an investment adviser and are not part of any investment adviser-client relationship. MMLIS and certain banks and credit unions (collectively “Financial Institutions”) have entered into alliance arrangements where employees of Financial Institutions may refer individuals who may be interested in learning more about MMLIS’s advisory services to MMLIS IA-Reps. MMLIS will share a portion of the fees earned by MMLIS with Financial Institutions for referring individuals who eventually obtain advisory services from MMLIS. Employees of the Financial Institutions are not authorized to provide investment advice, or discuss the features of, or qualify individuals for, advisory services, on behalf of MMLIS. Employees of Financial Institutions may receive nominal compensation for referring individuals to MMLIS IA-Reps regardless of whether such individuals obtain advisory services from MMLIS. To the extent that a referred client participates in a WMS Orion Program, the compensation paid to Financial Institutions or their employees as described herein can increase or otherwise affect the fees a customer pays for obtaining advisory services from MMLIS. The fees and expenses that MMLIS pays to a Financial Institution under these arrangements are not passed on to referred clients, but depending on the circumstances, the existence of such marketing or referral arrangements can affect the amount of MMLIS’s overall fees or its willingness to negotiate fee reductions in particular instances. MMLIS and its affiliates compensate your MMLIS IA-Rep for the services described in this brochure, for other advisory services provided to customers and for the sale, renewal and servicing of various investment products. Your MMLIS IA-Rep’s overall compensation includes base commissions and other forms of compensation that may vary from product to product, service to service, and/or by the amount of the assets in his or her clients’ accounts. You should be aware that the amount of his or her compensation can increase in part based upon the opening of your account and the amount of assets in your account within a defined period of time. He or she also is eligible for additional cash compensation (such as medical, retirement and/or other benefits) and non-cash compensation (such as conferences, rewards, recognition, matching of charitable contributions, trips and sales support services) based upon similar criteria, including overall sales and productivity, as applicable. Your IA-Rep’s manager may also offer rewards, recognition and trips based upon similar criteria. Also, MMLIS IA-Reps are required to meet minimum overall sales requirements in order to continue their affiliation with MassMutual and its affiliates and/or to continue to qualify for certain compensation arrangements described above. In addition, certain IA-Reps are eligible for loans to assist with their transition to become insurance agents of MassMutual. If these IA-Reps achieve specified sales goals, which can include the amount of assets invested in advisory programs (including the WMS Orion Programs), some or all of the loan can be forgiven, or MassMutual could pay additional compensation to the IA-Rep to offset the loan repayment. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent, continuing in their role as a general agent, and/or expanding and retaining their sales force. These loans are repayable, provided however that a general agent may qualify for partial forgiveness based on meeting or exceeding a set of performance metrics that include, in part, brokerage commissions and investment advisory fees. MI1611_WMS.Orion 1025 Page 36 of 41  MMLIS has a loan program for new and existing IA-Reps as an incentive for them to join or stay at MMLIS. MMLIS expects IA-Reps to use the loans to purchase another IA-Rep’s book of business. The amount of the loan available for an existing IA-Rep is based on total client assets attributable to the IA-Rep. For this purpose, total client assets include assets across the advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the Programs). Advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as NFS Custodied Programs. For a new IA-Rep, the amount of the loan is based on a combination of the assets attributable to the IA-Rep from the IA-Rep’s previous investment adviser that are likely to transfer into and the assets that do transfer into an NFS Custodied Program (including any of the Programs). These loans are not forgivable. These loan programs create an incentive for IA-Reps (existing and new) to recommend the Programs over (i) advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS and, because the amount of the loan available increases as the amount of assets in NFS Custodied Programs increases, to recommend larger investments in the Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. These loan programs also create an incentive for new IA-Reps to recommend clients transfer assets into the Program rather than leaving the assets with the IA-Rep’s previous investment adviser. MMLIS also has a recruiting program for experienced IA-Reps that includes both an initial transition loan as well as subsequent loan amounts to incent the transition of clients and clients’ assets to MMLIS, and to support practice growth after joining MMLIS. A pro rata portion of any loan will be forgiven up to several years following the date the IA-Rep joined MMLIS, provided the IA-Rep remains associated with MMLIS. The amount of any subsequent loan is conditioned on the IA-Rep meeting certain asset and sales targets after joining MMLIS. This includes sales of mutual funds, variable annuities and other securities products, as well as commissions from MMLIS brokerage accounts, and fees and asset levels for MMLIS advisory accounts, including accounts in the Programs. This recruiting loan program creates an incentive for participating IA-Reps to recommend the Programs over advisory programs that are not NFS Custodied Programs or otherwise do not qualify for asset and sales targets, to recommend clients retain assets in the Programs over other investments, and make additional investments in the Programs in order to meet such asset and sales targets. MMLIS offers a loan program that IA-Reps can participate in to obtain funding to purchase another IA-Rep’s securities and advisory book of business. The loan includes an initial disbursement, as well as subsequent disbursement amounts if a certain amount of acquired assets transition to MMLIS. This loan program creates an incentive for participating IA-Reps to recommend clients transition assets to MMLIS. Certain IA-Reps receive a different level of service from MMLIS’s service center. These IA-Reps receive more personalized attention from a dedicated service team. The criteria to qualify for this higher level of service is based on assets attributable to the IA-Rep that are invested in advisory programs for which MMLIS serves as the broker-dealer and are custodied with NFS (including the WMS Orion Programs) and Trust Accounts. Advisory Programs for which MMLIS serves as the broker-dealer and are custodied with NFS are referred to herein as the NFS Custodied Programs. The opportunity to qualify for a higher level of service creates an incentive for IA-Reps to recommend the WMS Orion Programs over (i) other advisory programs that are not NFS Custodied Programs, and (ii) other types of accounts and services offered by MMLIS, and to recommend larger investments in the WMS Orion Programs. This incentive applies to both the initial recommendation to open an account in a Program and recommendations to make subsequent contributions to such account. The IA-Reps who qualify for this higher level of service also qualify for a credit for the payment of annual registration and continuing education fees. Starting in the second quarter of 2025, IA-Reps who attain a certain level of assets under management on the OPS platform and engage in required qualifying development activities, will qualify for Orion’s Elite Advisor Network Program. IA-Reps in the Elite Advisor Network Program receive enhanced support and dedicated technology consulting, advanced risk tools and development opportunities. IA-Reps may also receive exclusive access to certain events and early insight into new Orion technology features. OPS will assess status qualification every six months and allow a grace period of six months for any IA-Rep who has fallen below AUM status level or has not completed the required qualifying activities. IA-Reps who meet the program requirements within the grace period will be reinstated to their previous status. IA-Reps MI1611_WMS.Orion 1025 Page 37 of 41  who do not meet the program requirements within the grace period will be downgraded. The criteria to qualify for this enhanced level of service creates an incentive for IA-Reps to recommend products on the Orion platform, over other available products and to recommend that you increase the amount you have invested in these products. This incentive applies to both an initial recommendation and subsequent contributions to an advisory account. MMLIS addresses these conflicts of interest by disclosing them to you and supervising account and program recommen- dations for compliance with its fiduciary duty to clients. Therefore, your MMLIS IA-Rep has an incentive to offer you the programs referenced in this MMLIS Brochure in order to meet these requirements and qualify for these benefits and services, and to recommend that you increase the amount you have invested in such programs. Additionally, your MMLIS IA-Rep’s manager is compensated by MMLIS and its affiliates generally based on overall sales goals, including those that include the WMS Orion Programs, achieved by the MMLIS IA-Reps whom they supervise and may qualify for additional compensation based on non-sales related factors as set by MMLIS and/or its affiliates from time to time. Other incentives based on the amount of assets invested in NFS Custodied programs apply to certain managers. Generally, the manager’s compensation is aligned with that of your MMLIS IA-Rep, as noted above. MMLIS addresses these conflicts of interest by disclosing them to clients, and supervising account and program recommendations for compliance with its fiduciary duty to client. ITEM 15. CUSTODY The Custodian acts as qualified custodian for client funds and securities managed under the WMS Orion Programs. As such, the Custodian will send client statements of all activity in client’s brokerage account on no less than a quarterly basis, and, if requested, written confirmations of trades executed through client’s brokerage account. Client should review such statements carefully. NFS’s address is 245 Summer Street; Boston, MA 02210. Additionally, clients will have the ability to request an Account Performance Report from their MMLIS IA-Rep at any time. The report generally includes the beginning and ending account value, contributions and withdrawals, and a rate of return for a specific time period. Clients should be aware that the Account Performance Report is not an official account statement from the Custodian. It should be used only for informational purposes and should not be relied upon for making investment decisions or for tax purposes. Clients should carefully review account statements and confirmations issued by the Custodian and compare such statements against reports received from MMLIS and promptly notify MMLIS or his/her MMLIS IA-Rep upon discovery of any errors, discrepancies or irregularities. MMLIS does not maintain physical custody of client assets under the WMS Orion Programs, although MMLIS may be deemed to have custody of client assets if the client gives MMLIS authority to withdraw assets from the client’s account in the account opening documentation or pursuant to a standing payment instruction. Because this authority includes withdrawals in addition to deductions for fees, MMLIS is required to undergo an annual surprise inspection of its client accounts by an independent public accountant. ITEM 16. INVESTMENT DISCRETION Except for the selection of the cash sweep options (which MMLIS does in its capacity as broker-dealer) as described in Item 4 of this MMLIS Brochure, neither MMLIS nor the MMLIS IA-Reps exercise investment discretion over client assets in any accounts established under the WMS Orion Programs. Pursuant to the Client Agreement, each client grants BCI with full discretion over client’s account. BCI has discretion to select the portfolio managers, Funds and other investments that are eligible to be selected for a client’s account; the portfolio managers, Funds and other investments for each client’s account; and to determine the allocation of assets in each account among portfolio managers, Funds and other investments. Please refer to the Client Agreement and Items 13 and 16 of the OPS Brochure for additional information concerning BCI’s investment discretion. As discussed in Item 4 of this MMLIS Brochure, clients have the opportunity to impose reasonable investment restrictions on the investment of their assets in the WMS Orion Programs. MI1611_WMS.Orion 1025 Page 38 of 41  ITEM 17. VOTING CLIENT SECURITIES MMLIS and the MMLIS IA-Reps have no obligation or authority to take any action or render any advice with respect to the voting of proxies for clients in the WMS Orion Programs. Please refer to Item 17 of the ops Brochure and the Client Agreement for details on client’s obligation, if any, with respect to voting proxies or corporate actions for the securities held in client’s account. ITEM 18. FINANCIAL INFORMATION MMLIS does not require clients to prepay its fees six months or more in advance, and therefore MMLIS is not required to include a balance sheet for our most recent fiscal year in this MMLIS Brochure. MMLIS does not have any material conditions that would impair its ability to meets its contractual commitments to clients. Clients should review OPS’ Brochure for any disclosures that OPS may make under this item. MI1611_WMS.Orion 1025 Page 39 of 41  Important Notices to Clients To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. Similarly, we will ask for identifying information and/or documents for accounts opened on behalf of an entity, rather than an individual (e.g. trusts, corporations). If you cannot provide the information or documentation we require, we may be unable to open an account or effect a transaction for you. PRIVACY POLICY We recognize that our relationships with you are based on integrity and trust. As part of that trust relationship, we want you to understand that in order to provide our products and services to you, we must collect, use and share personal information about you. This Privacy Notice describes policies and practices about how we protect, collect and share personal information related to the financial products and services you receive from us. It also describes how you can limit some of that sharing. We Protect Your Personal Information By: • Using security measures that include physical, electronic and procedural safeguards to protect your personal information from unauthorized access or use in accordance with state and federal requirements. • Training employees to safeguard personal information and restricting access to personal information to employees who need it to perform their job functions. • Contractually requiring business partners with whom we share your personal information to safeguard it and use it exclusively for the purpose for which it was shared. Personal Information We May Collect: The types of personal information we may collect depends on the type of product or service you have with us and may include: • Information that you provide to us on applications or forms, during conversations with us or our representatives, or when you visit our website (for example, your name, address, Social Security number, date of birth, income and assets). • Information about your transactions with us and our affiliates, including your account balances and transactional history. • Information from third parties such as consumer or other reporting agencies or other institutions if you transfer positions or funds to us. We May Share All of the Personal Information We Collect, As Described Above, With: • Registered representatives who provide our products and services to you; • Our affiliated companies, such as insurance or investment companies, insurance agencies or broker-dealers that market our products and services to you; • Companies that perform marketing or administrative services for us; • Nonaffiliated companies in order to perform standard business functions on our behalf including those related to processing transactions you request or authorize, or maintaining your account; • Courts and government agencies in response to court orders or legal investigations; • Credit bureaus; and • Other financial institutions with whom we may jointly market products, if permitted in your state. In addition, we may share certain of your personal information with your MMLIS registered representative, when he or she leaves MMLIS to join another financial institution (whom we call a “departing representative”) so that he or she can continue to work with you at his or her new firm. MI1611_WMS.Orion 1025 Page 40 of 41  Important Privacy Choices MMLIS respects your privacy choices. If you prefer that we do not share your personal information about your accounts held with us with your departing representative, you can opt out of such sharing, that is, you may direct us not to do so. If you wish to opt out of the sharing of your personal information with your departing representative you may: • Call us at 1-855-520-7715 You may make this privacy choice and contact us at any time, however, if we do not hear from you we may share your information with your departing representative as described above. If this is a joint account, if one joint owner tells us not to share information that choice will apply to the other owner or owners. If you have already told us your choice, there is no need to do so again. Other than as described above, we will only share your personal information as permitted by law and, if the law requires us to obtain your consent or give you the opportunity to opt-out of some types of sharing, we will do so before sharing the information. For California and Vermont residents, we will not share your personal information with your departing representative unless we receive your express consent. If you are no longer our customer, we may continue to share your personal information as described in this Privacy Notice. If you have questions or concerns about this Privacy Notice, please contact us at 1-855-520-7715. © 2025 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. 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