Mml Investors Services, LLC

Financial Planning Services ADV Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 1-800-542-6767 www.mmlinvestors.com March 31, 2026 This Financial Planning Services Brochure (“Brochure”) provides information about the qualifications and business practices of MML Investors Services. 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 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. For more information about MML Investors Services, LLC, please visit our website at www.mmlinvestors.com. MML Investors Services, LLC is an SEC registered investment adviser and broker-dealer. Please note that registration does not imply a certain level of skill or training. MI1611_FinancialPlanning 326 Page 1 of 40  ITEM 2. MATERIAL CHANGES The following is a summary of material changes to this Firm Brochure since the last annual update of the Firm Brochure on March 31, 2025. March 31, 2026 Update: Item 4 was updated to add Divorce Planning, which is anticipated to be offered in 2026. March 28, 2025 Update: Item 5 was updated to indicate that under certain circumstances, fees may exceed $35,000 with approval by MMLIS’ Home Office, whereas in the past, fees typically did not exceed $25,000. Item 14 was updated to describe the Wealth Management Business Development Group who may receive compensation based on product sales for which they provide sales support. MI1611_FinancialPlanning 326 Page 2 of 40  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 8 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 10 ITEM 7. TYPES OF CLIENTS 10 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 10 ITEM 9. DISCIPLINARY INFORMATION 11 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 14 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 16 ITEM 12. BROKERAGE PRACTICES 17 ITEM 13. REVIEW OF ACCOUNTS 17 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 17 ITEM 15. CUSTODY 18 ITEM 16. INVESTMENT DISCRETION 18 ITEM 17. VOTING CLIENT SECURITIES 18 ITEM 18. FINANCIAL INFORMATION 18 IMPORTANT NOTICES TO CLIENTS 19 CONSOLIDATED STATEMENT OF FINANCIAL CONDITION 21 MI1611_FinancialPlanning 326 Page 3 of 40  ITEM 4. ADVISORY BUSINESS Overview and Ownership MML Investors Services, LLC (“MMLIS” or “Firm” or “we” or “us”) is a registered broker/dealer and investment adviser. MMLIS began conducting business in 1981 and has been registered as an investment adviser since 1993. We are a wholly owned subsidiary of MassMutual Holding LLC, whose principal owner is Massachusetts Mutual Life Insurance Company (“MassMutual”). MMLIS’s principal place of business is 1295 State Street, Springfield, MA 01111. As a broker/dealer and investment adviser, MMLIS is regulated by the SEC, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and by other applicable federal and state regulatory authorities and agencies. We are not registered outside of the United States and our investment adviser representatives (each an “adviser”) are not authorized to provide advisory services to customers located outside of the United States. Advisory Services Offered by MMLIS Approved MMLIS advisers can provide financial planning services to customers (the “Financial Planning Services”). In addition to the Financial Planning Services described in this brochure, MMLIS also offers other investment advisory services, such as asset management programs, wrap programs, money manager programs and generic financial seminars. For more information about any of these other services, please ask your adviser. MMLIS’s Financial Planning Services Financial Planning Services are ongoing and intended to foster a long-term, collaborative relationship between you and your adviser to help you achieve your financial goals throughout your life stages. When you enter into a Financial Planning Services relationship, you and your adviser will work together to review your current financial situation, your goals and objectives, and any financial concerns that you may have. Whether your financial goal(s) are personal or business-related, your adviser will recommend both short and long-term strategies you can consider implementing to help you reach your financial goals and objectives. Advice is tailored to your individual circumstances, needs, goals and objectives but will not include specific product recommendations. Your adviser will make recommendations throughout the life of your planning relationship based on updated data you provide. To continue making actionable recommen- dations, your adviser will rely on interactions with you to interpret any new information needed to update our analysis and reconsider advice that was previously provided to you. Promptly providing the requested information will help your adviser deliver your recommendations in a timely manner.. The ongoing engagement between you and your adviser is critical to your success in achieving your financial goals. Taking an active role in making decisions about your financial future will best position you to get the most out of the financial planning relationship. Each Financial Planning Services engagement begins with your adviser working with you to identify and prioritize your financial goal(s). Your adviser will review your financial data and other information to assess your situation. For each goal, the adviser will offer strategies and advice for your consideration in working toward your goal(s). To understand your complete financial situation, your adviser will request financial information which may include an inventory of your assets, liabilities, income, expenses, existing insurance coverages (e.g. life insurance, disability income insurance, and long-term care insurance), and basic estate documentation such as your will, health care directive, powers of attorney, etc. Your adviser may also request tax information, risk tolerance and other information relevant to your goals. MI1611_FinancialPlanning 326 Page 4 of 40  Financial Planning Services for Individuals Your adviser will gather detailed and relevant financial information in order to analyze your goals and inform the advice provided to you. Once this information has been collected, you and your adviser will cover one or more of the following goal topics: • Financial Position Planning — Planning for future income (such as Social Security planning and/or pension planning), family budgeting, long-term liability management, emergency reserves or strategies for funding major purchases/expenses. • Retirement Planning — Planning for retirement needs in the future or current planning for retirees. Income tax and employee benefits planning may also be addressed within this topic, as needed. • Investment Planning — Providing strategies to help optimize portfolio performance to reach future financial goals through a proposed asset allocation model. Please note that this does not include ongoing investment-related advice or monitoring. • Protection Planning — Evaluating one or more protection needs, such as life, health, disability, long term care, or property and casualty coverage. Employee benefits planning may also be included under this topic, if warranted. • Income Tax Planning — Identifying general tax considerations related to financial services products, transactions and registrations (types of ownership). • Education Planning — Strategies for funding future needs or current education expenses. • Estate Planning — Identifying strategies to help you prepare to pass wealth onto your beneficiaries in an efficient manner. Other Financial Planning Engagements Your adviser can provide services to address planning needs that may arise in less frequent situations and likely do not require long-term engagement. Such services include: • Estate Settlement Planning — Identifying strategies to help an estate or testamentary trust meet its obligations, such as distribution of assets and payment of estate taxes. Estate Settlement Planning services are tailored to the specific needs of each estate. • Divorce Planning — A distinct financial planning engagement that provides objective analysis, customized education and structured guidance to help clients navigate a divorce; evaluating the financial implications of proposed settlement options, illustrating tax and cash flow impacts, projecting long-term outcomes, and addressing post-divorce considerations such as budgeting, insurance needs, and estate planning. These services are intended to inform decision making and do not constitute legal advice. These services do not create an attorney–client relationship, and information shared with the adviser is not protected by attorney–client privilege. All information provided by the client, as well as any educational materials, illustrations, observations, or recommendations delivered as part of the divorce planning process, may be subject to disclosure and may be discoverable in litigation or other legal proceedings. Clients should rely on their own attorney for legal advice and must review all divorce-related materials with their attorney, who is responsible for advising on legal rights, obligations, strategy, and settlement terms. Financial Planning Services for Businesses If you are a business owner and contract for business planning services, your adviser will provide advice to help you achieve your business goal(s). Your adviser will gather relevant information about your business, such as its structure, value, ownership, financial statements and number of employees. Once this information has been collected, you and your adviser will cover one or more of the following goal topics: • Cash, Capital & Debt Management — Review of assets and liabilities and strategies for managing them. Please note, however, that neither MMLIS nor adviser perform business valuations. • Liability Protection Planning — Review the entity structure of the business related to protection of personal interests and minimization of liabilities. MI1611_FinancialPlanning 326 Page 5 of 40  • Business Transition or Succession Planning — Formulation of potential strategies to establish or modify a formal business transition or succession plan based on business owner goals. • Key Employee Planning — Strategies to retain and attract key employees, including a review of non-qualified deferred compensation and executive/key person compensation strategies. • Employee Benefits Planning — Providing financial advice or recommendations about existing or prospective employee benefit plans that may help to attract or retain talent, including retirement savings vehicles and protection benefits. The review does not provide commentary or advice on the substantive terms of any employee benefit plans the company may have in place. Your adviser will not provide any legal, tax or actuarial advice to you. • Personal Capital Management — Review and coordination, with your attorney and/or tax advisor, of your personal estate documentation and financial position in the context of your business obligations. • Exit Phase Planning — Analysis of the current state of the business with a focus on the business owner’s goal of exiting the business. Corporate employers who enter into an agreement with us can choose to offer to their employees personal planning services or one or more of the fixed services outlined below. Seminars or workshops may also be offered for a fee. A variety of payment options are available to the employer based on the services selected. • Employee Benefits Planning — Helping employees navigate through their core employer-sponsored benefit plans, while putting those benefits in the context of their future financial goals. • Executive/Key Employee Benefits Planning — Executive planning helps the employer’s most valuable employees better understand the benefits provided to them. The analysis and advice will go beyond the core employee benefits package, and can include complex benefit decisions, such as deferred compensation, company stock, and more. Ideal as a standing service for new executives to the company, recently promoted executives, but can also be used with long-standing executives. • Corporate Change Planning — Helping employees navigate through benefits changes and the transitional effects of an acquisition, merger, layoff or other critical changes within the company. The Financial Planning Process The Financial Planning Services begin when you sign (which may be electronic) and MMLIS processes and accepts the Financial Planning Services Agreement (the “Agreement”). The Agreement is effective as of the date that you sign the Agreement (the “Effective Date”). Since our Financial Planning Services are ongoing, each year, your adviser will provide Financial Planning Services to you and will be available to discuss financial planning topics with you, as long as the Agreement remains in effect. You will also pay a financial planning fee each year that the Agreement is effective. On an annual basis, as part of your Financial Planning Services, your adviser will cover at least one goal topic that you and your adviser agree on. You should confirm that goal topic(s) you agreed to cover are addressed in your written advice each year. Your adviser may or may not include the underlying calculations when delivering your written advice; however, you may request that the supporting analysis be delivered to you at any time. In the first year, your adviser will analyze the information that you provide in order to deliver written advice that includes actionable recommendations designed to help you achieve your financial goals. He or she will use best efforts to provide you with this document within 365 days of the Effective Date. However, in some circumstances, it may take longer. You and your adviser may also focus on tracking your progress and/or discussing other financial topics that you raise. Each year, your Agreement will renew on the anniversary of your Effective Date (the “Renewal Date”), and you will receive a letter confirming that your Financial Planning Services are continuing for another year. Please contact your adviser if you do not receive a confirmation of renewal within 14 days after your Renewal Date. You may also contact the MMLIS Financial Planning Department at the number on the cover page of this Brochure. Your Agreement will automatically renew each year on the Renewal Date unless services conclude or are terminated by you or MMLIS. Please refer to Item 5 (Fees and Compensation) for additional details on termination. As your financial planning relationship continues each year, you and your adviser will update your plan data and review the goal topic(s) of highest priority, as agreed upon by you and your adviser. It is important to let your adviser know if MI1611_FinancialPlanning 326 Page 6 of 40  there are any material events that occur in your life, such as marriage, divorce, or birth of a child, because life events can have a significant impact on your financial situation and/or goals. Your adviser will provide advice for each goal topic identified based upon the updated information you provide. You may change your goals at any time by discussing them with your adviser. Your adviser may also recommend that you further assess one or more additional goals. If your goals have changed, the changes will be confirmed by delivery of recommendations consistent with your new goals. Review your adviser’s recommendations to confirm that the financial advice received fully addresses your new goal(s). If you have any questions, please contact your adviser. If your goals or Financial Planning Services change, you and your adviser should review your fee and discuss whether it needs to change based on your new situation. Estate settlement planning and divorce planning are other types of financial planning engagements that generally conclude upon delivery of the final plan or at the end of three years, whichever occurs first. Divorce planning is initiated by signing a separate agreement (“Divorce Planning Agreement”). Limitations on the Investment Advice Neither MMLIS, nor any of its advisers, agents, financial service representatives or employees, are authorized or permitted to provide legal, tax, actuarial, or accounting advice to you in connection with any of the services they provide. If you need this type of advice, consult with your own personal attorneys, accountants, actuaries, or tax advisors. You are responsible for providing accurate and complete information to your adviser because recommendations made by your adviser are based on the data you provide. Your adviser relies on the completeness and accuracy of the information that you provide and does not verify it independently. When providing Financial Planning Services, our advisers do not make specific product recommendations but will refer to categories of investments or products that are appropriate for you based on your particular situation. The advice provided to you involves our judgment and our views regarding the economy and the securities markets, and like all predictions of future events, cannot be guaranteed to be accurate. Neither your adviser nor MMLIS can guarantee the future performance of either the Financial Planning Services or any securities, investments, or other products or services you may purchase or hold. While our Financial Planning Services under the Agreement will continue until terminated, we do not provide continuous financial planning advice or on-going monitoring of your accounts or any specific securities, investments and other products. MMLIS and your adviser are not and will not become fiduciaries as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”). We and our advisers do not provide investment advice as defined under ERISA and the Code and accompanying regulations. Electronic Delivery When you sign the Agreement, you provide consent to receive any communications that are available from MMLIS and your adviser in electronic format. Such communications may include financial planning documents, privacy policy notices, Form ADV Part 2A and Part 2B Brochures and Supplements, regulatory notices, and other similar communications. These documents may be delivered electronically in a number of ways, including, but not limited to (i) by e-mail or removable storage device with documents available in a Portable Document Format (PDF); (ii) by e-mail with an embedded hyperlink to the document(s); (iii) by e-mail notifying you that documentation is available for your online viewing by accessing a link or Internet address (URL) contained in the e-mail; or (iv) by depositing the document, notice or communication into your investor portal, i360, and notifying you that the document is available. To receive or access documents delivered to you electronically, you must have internet access. MI1611_FinancialPlanning 326 Page 7 of 40  ITEM 5. FEES AND COMPENSATION Fees and Timing of Payment You will pay an annual fee for Financial Planning services. For other financial planning engagements, such as estate settlement and divorce planning, you will pay a one-time fee as detailed in the agreement(s). MMLIS assesses a fee-for- service for each financial planning engagement. Your adviser is paid a portion of the net planning fee as determined by the adviser’s General Agent, taking into consideration the services and support provided locally to the adviser. The fees you pay depend upon a variety of factors, including: • The complexity of your personal financial circumstances and stated objectives; • The number and complexity of goal(s) topic(s) that you wish to cover; • The anticipated time needed to complete the planning deliverable(s); • Your net worth, investable assets, household income, liabilities and sources of income; • Service needs factors, including contact frequency and coordination with financial professionals; • The fee range established by individual advisers (based in part on the level of industry experience and professional designations held by your adviser); and • The geographic location of you and/or your adviser. Fees charged by an adviser for Financial Planning Services vary between clients (this is possible even for clients who have the same level of complexity) and from one adviser to another for various reasons. As a result, you may pay more for your Financial Planning Services than what another client pays for comparable services. Our planning fees are negotiable and must be agreed upon by you and your adviser. The minimum fee for Financial Planning Services is $500. Fees may exceed $35,000 with approval by MMLIS’ Home Office. Under certain circumstances, your adviser has discretion to waive the fee. Fees for Financial Planning Services are payable by credit card or automatic deduction from a bank account (EFT/ ACH) through a third-party system, automatic deduction from a brokerage account (EFT/ACH) or by check payable to MML Investors Services, LLC. Payment can be made in: (1) in full at the time of signing the Agreement or at any time during the applicable renewal year; or (2) in periodic payments monthly, quarterly, semi-annually or annually via a third party-system; or (3) in periodic payments semi-annually by check or from a brokerage account. Since the entire annual fee is due each year, periodic payments will be prorated based on the month in which payments comments during the initial year of engagement or upon change of frequency. If you elect to make equal periodic payments, the amount that is ultimately billed to you may be fractionally higher due to rounding. For example, for a $1,000 annual fee, if you elect monthly billing, you will be charged $83.34 per month (rounded up from $83.33333333), resulting in an overpayment of $0.08 per year, which will not be refunded. Termination and Refund of Planning Fees Either party may terminate their Financial Planning Services, with or without cause, at any time upon written notice to the other party, which notice by MMLIS may be electronic. Such termination shall not, however, affect any liabilities or obligations incurred under such agreement(s) prior to such termination. The agreements’ arbitration provision will survive any expiration or termination of the Financial Planning and/or Divorce Planning Agreement. Fees paid in advance for any Financial Planning Services will be refunded in full to any client who decides to terminate their planning engagement prior to receipt of any Services. If you terminate the relationship after services have been provided, any fees already paid will be refunded, less an amount (as determined in MMLIS’ discretion) for the time spent providing such services prior to notice of termination. MMLIS may, in its sole discretion, fully refund fees paid for Financial Planning Services if you are not satisfied with the services and you notify MMLIS in writing within thirty (30) days after receipt of your planning deliverable, but not later than one (1) year from the Effective Date or Renewal Date, as applicable. As a condition to receiving a refund after all MI1611_FinancialPlanning 326 Page 8 of 40  services are received, you may be required to provide certain information to enable MMLIS to determine the reasons for dissatisfaction. Fee Discounts, Free Services and Fee Changes MMLIS may offer Financial Planning Services at a reduced fee or free of charge for charitable or other purposes. We also may accept payment from third parties, such as employers, through corporate or referral arrangements. Fees are subject to change. Institutional Arrangements MMLIS enters into arrangements with corporations, affinity or membership associations and other organizations (“Organizations”) to offer financial planning services to eligible employees, members and affiliated individuals. The Organization’s unique pricing schedule can vary for many reasons, including the scope and size of the relationship, the financial profile of the individuals affiliated with the Organization, and the services provided. A client associated with an Organization could pay a lower financial planning fee than a client not associated with an Organization for similar services. Organization arrangements are not available to clients who are not affiliated with the Organization. Since a client could be charged a fee that differs from the Organization’s pricing schedule, the client should refer to his or her Financial Planning Services agreement for the fee that he or she will be charged. Implementation of Recommendations Any implementation of recommendations provided through Financial Planning Services is optional and separate from the planning engagement. You may choose whether and how to implement recommendations, with MMLIS, its affiliates, or another provider. Implementation through MMLIS or an affiliate requires separate agreements and/or applications which include additional disclosures regarding compensation and potential conflicts of interest. Your adviser may be registered with MMLIS as a registered representative, an investment adviser representative, or both, and may also be licensed as an insurance agent of MassMutual and/or other affiliated or unaffiliated insurance companies. You are not required to purchase any products or services from MMLIS or our affiliates; however, if you choose to do so, your adviser may assist in these other capacities. If you choose to implement the recommendations with your adviser, additional compensation, either on a commission, flat fee, or fee on assets under management basis, will be paid to your adviser in his or her capacity as a registered representative, investment adviser representative and/or insurance agent. In addition, if you purchase securities or insurance products issued, sponsored, advised, underwritten, distributed by, or otherwise obtain additional services offered by us or our affiliates, we and/or our affiliates will receive fees in addition to the compensation paid in connection with the sale of the securities or insurance product. This creates a conflict of interest on the part of your adviser when acting as a registered representative, investment adviser representative and/or insurance agent to recommend products and services based on compensation received, rather than solely based on your needs. To help mitigate these conflicts of interest, our advisers only recommend categories of investments or other products that are appropriate for you (e.g., a growth-oriented mutual fund) as part of the Financial Planning Services. When addressing Divorce Planning, the adviser will not recommend any specific legal positions, legal strategies, or selection of any attorney or mediator. Role and Duties Owed by MMLIS and Your Adviser Your adviser is acting as an investment adviser representative of MMLIS when providing Financial Planning Services. In contrast, your adviser provides implementation recommendations related to particular securities and insurance products in his/her capacity as a registered representative and/or insurance agent. It is important to understand that your adviser’s role changes depending on whether they are providing financial planning services or recommending specific products. MI1611_FinancialPlanning 326 Page 9 of 40  When your adviser provides Financial Planning Services, they are serving as a fiduciary to you and owes you a duty of loyalty and a duty of care. That means your adviser must act in your best interest and may not subordinate your interests to their own. When your adviser makes implementation recommendations to you in his/her capacity as a registered representative, he/she must also make recommendations that are in your best interest; however, he/she is no longer acting as a fiduciary to you. Your adviser could favor certain securities or insurance products over others based, in part, on the compensation he or she may receive for selling them. It is important for you to understand the capacity in which your adviser is acting and the duties your adviser owes you when making a recommendation to you. It is possible that general recommendations made as part of the Financial Planning Services (for which your adviser serves as a fiduciary, as discussed above) will be provided at or about the same time as he or she makes product-specific implementation recommendations (for which your adviser does not serve as a fiduciary, as discussed above). You should therefore understand which recommendations from your adviser are part of the Financial Planning Services and which are related to implementation of specific products or services. If you are not sure, ask your adviser. You can also find more information at www.mmlinvestors.com/FormCRS. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT MMLIS does not pay performance-based fees related to assets under management to its advisers with respect to the Financial Planning Services described in this Brochure. ITEM 7. TYPES OF CLIENTS The Financial Planning Services offered by MMLIS are generally appropriate for: – Individuals – Married persons – Non-traditional couples who share goals, expenses and/or income – Business owners and business entities – Trusts, estates and charitable organizations – Individuals or couples who are currently in divorce proceeding – Attorneys representing a client in divorce proceedings ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis When assessing your situation, our advisers use software, web-based programs and calculator tools that have been reviewed and approved by MMLIS (“Approved Software”). This software uses information and assumptions provided by you and discussed during the planning process to prepare an analysis that illustrates your situation at a given point in time. The output from such Approved Software typically contains quantitative analyses, which may include retirement analysis, cash flow analysis, income tax analysis, automated asset allocation, Monte Carlo simulations, estate planning analysis and other related financial calculations. Hypothetical projections may be made to illustrate potential future results, although it is important to realize that results are not guaranteed, and actual results will vary from those illustrated. The results of the analysis are evaluated by your adviser and are used to make recommendations based on your current financial situation. MI1611_FinancialPlanning 326 Page 10 of 40  Sources of Information It is critical that you provide current, complete and accurate financial data and information to your adviser. You should carefully review the data and resulting analysis to confirm it is accurate. If incomplete or incorrect data is provided, or if you do not update data and information when your goals or situation changes, the analyses may not be accurate and may impact the advice provided to you. Investment Strategies and Risk of Loss There is no guarantee that your goals will be realized if you follow the recommendations made by your adviser. Due to the uncertainties involved in purchasing securities and/or insurance products, you can still fail to achieve your goals even if you engage in the planning process and fully implement the advice provided. In addition to current data about your finances, software used in planning relies on many different variables and assumptions, such as hypothetical investment returns and projected retirement or protection planning needs. There is no guarantee that these variables and assumptions are correct. Asset allocation analysis uses an assessment of your risk tolerance in order to provide you with a proposed asset allocation model. The model is an example of what percentage of your investments should be in certain asset classes, depending on your feelings about risk, time horizon and investment objectives. Asset allocation models attempt to limit your exposure to an acceptable level of risk and seek to maximize opportunity for growth or income. Implementing any given asset allocation model does not guarantee you will not experience investment losses (including loss of principal). Monte Carlo analysis is a forecasting tool to help determine if your planning goal will succeed given a range of different market conditions. The Monte Carlo simulation runs investment return trials to imitate the random returns you will experience in real life. The simulation uses historical financial data to determine the expected return variations of the different trials. As with other software analyses, Monte Carlo requires assumptions to be made, and the results are hypothetical. In addition, if there are erroneous facts or assumptions used, the results of the analysis will not be realistic. The outcome of Monte Carlo analysis does not guarantee success or failure. 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 us. In November 2016, MMLIS entered into an AWC with FINRA for the resolution of a matter. 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 advisers to determine the applicability of sales charge waivers but failed to maintain adequate written policies or procedures to assist financial advisers 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 MI1611_FinancialPlanning 326 Page 11 of 40  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 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. MI1611_FinancialPlanning 326 Page 12 of 40  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 (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 MI1611_FinancialPlanning 326 Page 13 of 40  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. For more information about the above events and other disciplinary and legal events involving MMLIS, please refer to the Investment Adviser Public Disclosure at www.adviserinfo.sec.gov and FINRA BrokerCheck at www.finra.org. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS MMLIS is registered with the SEC as an investment adviser and a broker/dealer. MMLIS sells general securities (including stocks and bonds) and mutual funds, to the public. MMLIS and its principal executive officers are principally engaged in the securities brokerage business. As part of this business, MMLIS provides a broad range of securities brokerage services to customers, including persons who have enrolled in one of MMLIS’ investment advisory programs. 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 or registered representatives (“related persons”) 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 MMLIS’ affiliates. Relationship with Affiliates As noted above, after receiving recommendations as part of the Financial Planning Services, you may decide to implement those recommendations by purchasing products and services. While you are under no obligation to purchase products or services from us, any implementation made through your adviser is done in his/her capacity as a registered representative of MMLIS or one of its affiliates and/or an insurance agent of MassMutual and/or other affiliated or unaffiliated insurance companies. The purchase of products and services is completely separate and apart from the Financial Planning Services. Please refer to Item 5 (Fees and Compensation) for additional details. MMLIS’ 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 our affiliated broker/ MI1611_FinancialPlanning 326 Page 14 of 40  dealers, MML Distributors, LLC and MML Strategic Distributors, LLC and with our affiliated investment advisers, including MML Investment Advisers, LLC. MMLIS is owned by MassMutual Holding LLC. MassMutual is MassMutual Holding LLC’s principal owner. MMLIS’s registered representatives and advisers are all licensed insurance agents or brokers of MassMutual or its affiliates. MassMutual requires its career agents to meet minimum sales thresholds of MassMutual annuity and insurance contracts in order to maintain their contractual status as a career agent. MMLIS’s registered representatives are all licensed to sell securities and may affect securities transactions for compensation for any client. 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 Holding LLC is also the majority 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. 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 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. 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. MMLIS addresses this conflict of interest by disclosing it to clients, reviewing suitability of recommended securities and other products and through supervision of the registered representatives and IA Rep. 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. Other Business Relationships MassMutual, directly and/or through one or more of its affiliates, has a minority ownership interest in Invesco Ltd. (“Invesco”) as a result of the sale of MassMutual’s formerly affiliated asset management business, Oppenheimer Funds, 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-Reps. Clients cannot purchase Invesco common stock as an investment for a MMLIS account. MI1611_FinancialPlanning 326 Page 15 of 40  ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Confidentiality MMLIS treats the information gathered from you during the planning process as strictly confidential and your information will only be used in conformity our privacy notice that is provided to you. We will only use your information for business purposes related to our relationship with you. We will not disclose your information to an unaffiliated third party unless we are required to do so by law or regulatory process, as authorized by you in writing, or as otherwise disclosed in our privacy notice. Code of Ethics We have 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 advisers 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: (1) the duty at all times to place the interest of advisory clients first; (2) the requirement that all covered personal trades be consistent with the Code so as to avoid any actual or potential conflict of interest; and (3) the fundamental standard that individuals should not take inappropriate advantage of their positions at MMLIS with respect to our advisory clients. To prevent and detect violations of the Code, we review 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 Firm Brochure for our contact information. MMLIS or its advisers 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 financial planning clients. In addition, MMLIS and its advisers may give advice or take action in performing their duties for one financial planning client that differs from the advice provided, or in the timing and nature of action taken, with respect to another financial planning client. Personal transactions in securities by affiliated persons of MMLIS will be subject to the procedures described in our Code of Ethics and Compliance Manual. We may from time to time perform a variety of services for, or solicit business from, a variety of companies including issuers of securities that we may recommend for purchase or sale by our clients. In connection with providing these services, we and our 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, we and our affiliated persons are prohibited from improperly disclosing or using such information for our personal benefit or for the benefit of any other person, regardless of whether such other person is a client of MMLIS. Accordingly, should we or any of our affiliated persons come into possession of material nonpublic or other confidential information concerning any company, we will be prohibited from communicating such information to clients, and we will have no responsibility or liability for failing to disclose such information to our clients as a result of following our policies and procedures designed to comply with applicable law. MI1611_FinancialPlanning 326 Page 16 of 40  ITEM 12. BROKERAGE PRACTICES The Financial Planning Services do not involve the purchase or sale of specific securities or other investments or the selection or recommendation of broker-dealers. Any implementation you choose to make through your adviser is done in your adviser’s capacity as a registered representative or investment adviser representative of MMLIS or one of our affiliates and/or as an insurance agent of MassMutual and/or other affiliated or unaffiliated insurance companies. MMLIS provides advisory services other than financial planning that are described in other disclosure brochures in which MMLIS’s brokerage practices are described. ITEM 13. REVIEW OF ACCOUNTS MMLIS oversees the financial planning services provided by its adviser. Local agencies are responsible for implementing a risk-based supervision plan best suited to the unique needs and risks of their agency. Reviews may occur on a pre-delivery or post-delivery basis and in a frequency determined by the local supervisor based on the risks presented by each adviser. Additionally, on a periodic basis, a sample of plans are reviewed after delivery to assess adherence to policies and procedures, the quality of advice and/or the appropriateness of fees. These reviews are conducted by Financial Planning department members, compliance professionals, and other home office associates and may result in corrective action, including revisions to the plan or refunding fees. Since not every plan is reviewed, there is no guarantee that your individual financial plan and/or divorce planning deliverable will be subjected to the types of review described herein.. MMLIS will not review or monitor your planning deliverable on an ongoing basis nor will we proactively reach out to you based on changing market conditions. It is your responsibility to monitor your own financial situation. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION Investment adviser representatives of unaffiliated investment advisers may refer a prospective financial planning client to an approved MMLIS adviser in return for a portion of the fee that you pay for your Financial Planning Services. In this capacity, the referring investment adviser is acting as a “solicitor.” If a referral fee is to be paid for a plan referral, this compensation must be disclosed to the client. In addition, clients who are referred to a MMLIS adviser will be provided with a separate statement disclosing the nature of the marketing or referral arrangement (including compensation), and any other document required to be provided under applicable law. The fees that MMLIS pays to third parties 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 marketing or referral arrangements may affect the amount of MMLIS’ overall fees. As discussed in Item 10 above, MMLIS is registered as a broker/dealer in addition to being an investment adviser and your adviser also is a registered representative and an insurance agent in addition to being an adviser. MMLIS and your adviser receive cash and non-cash compensation for selling securities and insurance products to implement the recommendations made. In addition, MMLIS provides a variety of investment advisory services other than financial planning that are described in separate disclosure brochures. In some circumstances, MMLIS is paid a referral fee by other financial planners for referring potential clients to that investment adviser. The referral fee paid to MML Investors Services varies by investment adviser. Certain MassMutual General Agents may receive loans from MMLIS in connection with hiring advisers to provide financial planning services. These loans must be repaid. The General Agent can utilize any financial planning fees and financing allowance payable to the adviser to repay the loan. The General Agent will receive a bonus if the loan is repaid within a certain timeframe. The General Agent will receive an additional bonus if the adviser remains with MMLIS for three years. This loan program creates an incentive for General Agents to encourage these advisers to engage in financial planning relationships with clients, and for the advisers to engage in financial planning relationships with clients. General agents may be eligible to receive additional compensation from MMLIS based on earned fees from Financial Planning Services. The general agent may share part of this compensation with advisers. This program creates incentives MI1611_FinancialPlanning 326 Page 17 of 40  for the General Agents to encourage advisers in their respective agencies to engage in financial planning relationships with clients. Certain associates of the Firm (Investment Specialists and the Wealth Management Business Development Group) receive compensation from the Firm to provide sales support to Investment Adviser Representatives. 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 planning engagements 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 Services to Investment Adviser Representatives and/or Clients as potential products over other products and services for which they do not receive compensation. ITEM 15. CUSTODY MMLIS and your adviser do not have custody of client funds or securities in connection with the Financial Planning Services described herein. ITEM 16. INVESTMENT DISCRETION MMLIS and your adviser do not have investment discretion over client assets in connection with the financial planning services described herein. ITEM 17. VOTING CLIENT SECURITIES MMLIS and your adviser do not exercise voting authority over securities in connection with the financial planning services described herein. ITEM 18. FINANCIAL INFORMATION A copy of MMLIS’ Consolidated Statement of Financial Condition is included at the end of this brochure. MI1611_FinancialPlanning 326 Page 18 of 40  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_FinancialPlanning 326 Page 19 of 40  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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_FinancialPlanning 326 Page 20 of 40  MML Investors Services, LLC and Subsidiary Consolidated Statement of Financial Condition As of December 31, 2025 With Report of Independent Registered Public Accounting Firm Thereon This report is filed as a Public document pursuant to Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 MI1611_FinancialPlanning 326 Page 21 of 40  MML Investors Services, LLC and Subsidiary Table of Contents Page(s) Report of Independent Registered Public Accounting Firm 23 1 Consolidated Statement of Financial Condition 24 2 Notes to Consolidated Statement of Financial Condition 25 - 40 3 - 18 MI1611_FinancialPlanning 326 Page 22 of 40  KPMG LLP Two Financial Center 60 South Street Boston, MA 02111 Report of Independent Registered Public Accounting Firm To the Member and the Board of Directors MML Investors Services, LLC: Opinion on the Consolidated Financial Statement We have audited the accompanying consolidated statement of financial condition of MML Investors Services, LLC and Subsidiary(the Company) as of December 31, 2025, and the related notes (collectively, the consolidated financial statement). In our opinion, the consolidated financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion This consolidated financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this consolidated financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company’s auditor since 2004. Boston, Massachusetts February 23, 2026 KPMG LLP, a Delaware limited liability partnership, and its subsidiaries are part of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. (cid:20) MI1611_FinancialPlanning 326 Page 23 of 40  MML Investors Services, LLC and Subsidiary Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) $ Assets Cash and cash equivalents Segregated cash Commissions and other receivables Receivables from related parties Registered representative loans Secured demand notes Prepaid expenses and other assets Deferred tax assets, net 96,103 5,288 59,169 7,900 55,758 75,000 44,047 4,481 Total assets $ 347,746 $ 85,812 50,058 14,654 8,172 32,706 Liabilities and Equity Commissions and fees payable Payables to related parties Accounts payable and accrued expenses Taxes payable Deferred revenue Subordinated liabilities under secured demand note collateral agreements 75,000 Total liabilities 266,402 Member’s equity Retained earnings Total equity 28,590 52,754 81,344 Total liabilities and equity $ 347,746 The accompanying notes are an integral part of this consolidated financial statement. 2 MI1611_FinancialPlanning 326 Page 24 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) (1) Organization MML Investors Services, LLC (“MMLIS”) is an indirect wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual” or “Parent”). MMLIS is the retail broker-dealer for MassMutual’s career agency system and offers a wide variety of investment products and services through MassMutual agents and brokers, who are also registered with MMLIS, including open-end mutual funds, fee-based investment advisory programs, limited partnerships, variable insurance products, unit investment trusts, and general securities. MMLIS is registered as a broker-dealer and investment adviser with the Securities and Exchange Commission (“SEC”), is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is licensed as a broker-dealer in all 50 states, Puerto Rico, the District of Columbia, and the U.S. Virgin Islands. MMLIS is the parent company of MML Insurance Agency, LLC (“MMLIA”). MMLIA enables MassMutual agents to sell non-MassMutual insurance products and conducts business in all 50 states, Puerto Rico, and the District of Columbia. MMLIS and MMLIA are organized as limited liability companies pursuant to the Massachusetts Limited Liability Act. The sole member of MMLIS is MassMutual Holding, LLC (“MMH”), whose sole member is MassMutual. For federal and most state tax purposes, MMLIS and MMLIA are treated as single member limited liability companies disregarded as separate entities from their sole owners. MMLIS and MMLIA are collectively referred to herein as the “Company.” Summary of Significant Accounting Policies (2) The significant accounting policies are as follows: Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of MMLIS and MMLIA. MMLIS consolidates entities over which it exercises control and has a greater than 50% ownership interest. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All material intercompany accounts and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires the use of estimates. Accordingly, certain amounts in these financial statements contain estimates made by management. Actual amounts could differ from those estimates. 3 MI1611_FinancialPlanning 326 Page 25 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) Cash and Cash Equivalents The Company maintains its operating cash in bank deposit accounts, which may exceed federally insured limits. The Company has not experienced any losses on such accounts. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company invests excess cash in money market mutual funds managed by unrelated third parties. At December 31, 2025, there was $86,236 invested in money market mutual funds. Cash segregated under federal regulations includes funds held in a separate bank account for the exclusive benefit of MMLIS’s customers, in accordance with Rule 15c3-3 of the Securities Exchange Act (“SEA”) (see Note 6). Revenue Recognition and Related Expense Investment advisory fees, commissions, trail commissions, and other income from customers, which includes distribution fees, marketing support and strategic partnership revenue, and financial planning fees, are earned from contracts with customers. Revenue from contracts with customers is measured based upon the consideration specified in the contract and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue from customers when it satisfies the performance obligation of transferring control over a service to a customer. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue will not occur. This arises when there are no significant uncertainties with the transaction price. When variable consideration is included in the transaction price, the Company considers the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the actions of its customers (See Note 3). 4 MI1611_FinancialPlanning 326 Page 26 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) For securities held in brokerage accounts, the Company uses National Financial Services, LLC (“NFS”) as clearing agent and custodian to process customer trades and hold customer funds. Deferred revenues received by the Company from NFS are fully earned by the Company after a specified period following receipt. Accordingly, such amounts are recognized as revenues on a straight-line basis over the claw-back periods. The unearned portion of such payments totaling $12,611 is included in Deferred revenue on the Consolidated Statement of Financial Condition (“Statement of Financial Condition”). The Company offers a cash sweep program as agent for its clients pursuant to which the Company, via NFS, automatically sweeps uninvested client funds from their account(s) to one or more omnibus deposit accounts at FDIC-insured “Program Banks” who participate in the cash sweep program. Each Program Bank pays an “all-in” fee on the balance in such account based on a rate negotiated between NFS and each Program Bank. Clients earn interest on their funds in the cash sweep program at interest rate(s) established by the Company, which rate(s) is(are) subject to change by the Company, in accordance with the terms of the cash sweep program disclosure documents. Revenue that the Company earns for operating the cash sweep program is either (i) variable and equal to all-in fees paid across Program Banks less aggregate interest paid to clients and fees paid to program services providers or (ii) a flat fee per account based on the effective federal funds rate. Fees are earned over time and are generally paid monthly in arrears by the Program Banks. Fair Value of Financial Instruments The reported carrying values of financial instruments, including cash equivalents (classified as Level 1 in the fair value hierarchy), and receivables and payables (classified as Level 2 in the fair value hierarchy), approximate their fair values because of the short maturities of these assets and liabilities. The Company’s financial assets subject to credit losses are its receivables from registered representatives, which represent commission payments that are due back to the Company, as well as advisor loans (see Note 8). These receivables are recorded at amortized cost and are included in Prepaid expenses and other assets and Advisor loans, respectively, on the Statement of Financial Condition. In monitoring the credit quality of the receivables, the Company records an allowance for credit losses to reflect the expected amount that will be collected. The allowance is calculated based on collection experience for both active and termed registered representatives. Consideration for future events is not a specific factor in calculating the reserve due to the nature of the receivables. At December 31, 2025, commissions and advisor loan receivables from registered representatives totaled $63,320, which is net of an allowance for credit losses of $2,658. 5 MI1611_FinancialPlanning 326 Page 27 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) Income Taxes Income taxes are based upon the Company’s best estimate of its current and deferred tax assets and liabilities. Deferred income taxes are provided for temporary differences that exist between financial reporting and tax bases of assets and liabilities. The Company’s temporary differences primarily include accrued liabilities and prepaid expenses. The effective tax rate is different from the prevailing corporate U.S. federal tax rate primarily due to permanent differences caused by items such as state taxes. Errors and Omissions Claims/Recoveries The Company records costs associated with errors and omissions claims as incurred. Recovery of such costs may be received from registered representatives, MassMutual general agents, or from errors and omissions insurance. General Agent Commitment In 2022, MMLIS committed to pay one of its general agents $6,000 over an eighteen-month period extending from March 2022 to September 2024. After a thirty-six-month period the agent was required to meet certain criteria to retain the full amount, otherwise the general agent was obligated to pay back to MMLIS a pro-rata share of the payment. As such, MMLIS amortized the full amount of the obligation over the thirty-six-month period that ended in February 2025. The general agent met the pre-determined criteria to retain the full amount of the advance commissions. (3) Revenues from Contracts with Customers The following provides detailed information on the recognition of the Company's revenue from contracts with customers. 6 MI1611_FinancialPlanning 326 Page 28 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) Investment advisory fee revenue, which represents asset-based fees paid by customers for advisory and referral services related to investments in managed account programs, are determined based upon a percentage of assets under management and represent a series of distinct services that are substantially the same and have the same pattern of transfer. Services are provided to the customer on a daily basis, which represents a performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Company. The Company uses the same measure of progress to determine when the consideration should be recognized. Payments are generally received in advance on a quarterly basis and are recognized evenly throughout the quarter. Investment advisory fee revenues are a form of variable consideration since the fees the Company is entitled to vary based upon fluctuations related to market performance and the ambiguity related to investor behavior. As such, the revenue is constrained until each month-end when a portion of the revenue becomes known. Related commission expenses, which are a cost to fulfill, are recognized as the revenue is earned. The Company estimates its accruals for revenues received in arrears based upon the volume of transactions, cash receipts, or assets under management in current and prior periods, as applicable. Commissions payable are accrued concurrently using the actual payout rate. Commission revenue is earned by the Company as the broker-dealer intermediary on the sale of mutual funds and variable products, and for the sale, execution and settlement of securities transactions within brokerage accounts for customers. This revenue, as well as the related commission, clearing, and distribution costs to fulfill, are recorded at a point in time on trade date, as the performance obligation is satisfied when the securities transactions occur. Commission revenue is primarily earned based upon transaction-based pricing as a percentage of the related sales, payment of which is generally received in arrears either on a weekly or a monthly basis. The Company estimates its accruals for revenues earned from mutual fund sales based upon historical cash receipts over the period from trade date to settlement date. Commission revenue is also earned for supervision and oversight over the distribution of variable products issued by MassMutual. This revenue, as well as the related commission costs to fulfill, is recorded at a point in time as the performance obligation is satisfied when the variable product is issued or renewed (see Note 5). Commissions payable associated with mutual fund and variable product sales is accrued concurrently using the actual payout rate. Trail commission revenue, which represents both asset-based 12b-1 fees paid to the Company by open- end mutual fund companies as well as fees from insurance carriers for variable annuities, are determined based upon assets under management. These revenues represent a series of distinct services that are substantially the same and have the same pattern of transfer. Services are provided on a daily basis, which represents a performance obligation that is satisfied over time. The Company uses the same measure of progress to determine consideration. Trail revenues are a form of variable consideration since the fees the Company is entitled to vary based upon the customer maintaining assets in their account. Related commission expenses are recognized as the revenue is earned. The Company estimates its accruals for revenues earned in arrears based upon historical cash receipts or assets under management in current and prior periods, as applicable. Commissions payable are accrued concurrently using the actual payout rate. 7 MI1611_FinancialPlanning 326 Page 29 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) Other income from customers includes distribution fees, marketing support and strategic partnership revenue, and financial planning fees. Distribution fees represent fees paid to the Company by MassMutual in connection with underwriting and servicing related to the promotion, offering, marketing, and distribution of MassMutual proprietary variable products. Services are provided on a daily basis, which represents a performance obligation that is satisfied over time. Fees are calculated based on actual expenses incurred and are billed and received monthly in the month the services are performed. (See Note 5). Marketing support and strategic partnership revenue represents fees paid to the Company by product sponsors, generally mutual fund and variable life and annuity issuers, and registered investment advisory vendors based on either prior or anticipated sales of their products, assets under management, or an agreed upon amount. Services provided may include training, educational conferences, and sales material that support the product sponsors offerings. These services are provided on a daily basis, which represents a performance obligation that is satisfied over time. The Company estimates its accruals for revenues earned based upon sales, historical trending, assets under management, or actual cash receipts in accordance with the respective agreements. Payments are generally received quarterly. There are no costs to obtain or fulfill the contract associated with this revenue. Financial planning fees are paid by customers for providing them with financial planning advice through the delivery of the financial plan. The financial planning services are ongoing and begin when the customer signs a financial planning agreement. The services and fees automatically renew on an annual basis unless the customer cancels the agreement. The customer may pay the fee up front or over a period of time. The customer must pay any fee balance upon delivery of the financial plan and before the agreement’s renewal date. Revenue is recognized monthly as the performance obligation is satisfied. Related commission expenses, which are a cost to fulfill, are recognized as the revenue is earned. MMLIS estimates its accruals for revenues earned from the delivery of financial planning services for which payment has not been made based upon the financial planning contract date. MMLIS records deferred revenue, which is a contract liability, when consideration is received in advance of providing financial planning services. Deferred financial planning fees are included in Deferred revenue on the Statement of Financial Condition and are recognized in the subsequent year. Contract Assets The timing of the Company's revenue recognition may differ from the timing of payment by its customers. The Company records receivables when revenue is recognized prior to payment and it has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records prepaid commission expense associated with the advance payment, which is included in Prepaid expenses and other assets on the Statement of Financial Condition, until the performance obligations are satisfied. 8 MI1611_FinancialPlanning 326 Page 30 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) The Company recorded the following contract assets at December 31, 2025 and 2024: 2025 2024 $ $ Commissions, trails, and other receivables from third parties Commissions, trails, and other receivables from related parties Prepaid financial planning commissions 58,986 7,456 17,610 53,050 5,316 14,733 $ 84,052 $ 73,099 Total Contract Assets Changes in contract assets are the result of ordinary business activities. Contract Costs The Company recorded the following contract liabilities at December 31, 2025 and 2024: 2025 2024 $ $ Commissions payable Deferred financial planning fees 93,212 20,095 74,487 16,495 $ 113,307 $ 90,982 Total Contract Liabilities All Deferred financial planning fees and related prepaid commissions at December 31, 2024 were recognized in 2025. Changes in contract liabilities are the result of ordinary business activities. Segment Reporting (4) The Company operates in a single line of business, that of a securities broker-dealer providing products and services to its customers (see Note 3). The Company has identified its President as the chief operating decision maker (“CODM”), who manages and evaluates the Company’s business activities using information of the Company as a whole, including actual and forecasted net income. In addition, the CODM uses excess net capital (see Note 7) to make operational decisions and ensure capital adequacy (see Note 5). The accounting policies used to measure the net income of the segment are the same as those described in the summary of significant accounting policies (see Note 2). As the Company’s operations constitute a single operating segment other segment items are reflected in the Statement of Financial Condition 9 MI1611_FinancialPlanning 326 Page 31 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) (5) Related Party Transactions and Agreements Through underwriting and service agreements, MMLIS is either the retail distributor or the principal underwriter of certain variable life insurance policies and variable annuity contracts issued by MassMutual and its direct and indirect wholly-owned subsidiaries C.M. Life Insurance Company (“C.M. Life”) and MML Bay State Life Insurance Company (“MML Bay State”), respectively. In addition, MMLIS is the sub-distributor of the MassMutual Premier Funds and MassMutual Select Funds (the “MassMutual Funds”) and is placement agent for certain unregistered private placement life insurance and annuity contracts issued by MassMutual. MassMutual agents and brokers who are MMLIS registered representatives sell these above referenced policies, contracts, funds, and private placements for which they receive commissions. Pursuant to the distribution, underwriting, and servicing agreements noted above with MassMutual, C.M. Life, and MML Bay State, MMLIS is also compensated for distribution services. MMLIS earned distribution fees from MassMutual, C.M. Life, and MML Bay State in 2025. MMLIS has a selling agreement with MassMutual Ascend Life Insurance Company (“MM Ascend”), an indirect wholly-owned subsidiary of MassMutual, whereby MassMutual agents and brokers who are MMLIS registered representatives are authorized to sell certain proprietary variable products for which they receive commissions. In 2025, MMLIS recognized commission revenue and expense from MM Ascend. In addition, MMLIS incurs a fee for paymaster services provided by MassMutual for administering MM Ascend commission payments to MMLIS registered representatives. MMLIS earned commissions and trail commissions in 2025 from Invesco Distributors, Inc. (“IDI”), which is a related party of the Company per Accounting Standards Codification (“ASC”) 850, Related Party Disclosures, through MassMutual’s ownership and significant influence over IDI’s parent, Invesco, Ltd. The commissions are paid in accordance with the terms of the prospectuses of the individual funds. In addition, the Company earned marketing support from IDI in 2025. MMLIS has an agreement with MassMutual Private Wealth & Trust, FSB, a wholly-owned subsidiary of MassMutual, for the solicitation and referral of trust fiduciary services. Under the terms of the agreement, MMLIS earned referral fees from client assets invested through MMPWT. 10 MI1611_FinancialPlanning 326 Page 32 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) All employees of the Company are direct employees of MassMutual. Employee related costs, including compensation, funded and unfunded non-contributory defined benefit pension plans, funded (qualified 401(k) thrift savings) defined contribution plans, disability plan, and life and health insurance that is provided through group insurance contracts, some of which are issued by MassMutual are charged to the Company as part of Administrative services fee expense in accordance with an intercompany service agreement with MassMutual. These plans comply with the requirements established by the Employee Retirement Income Security Act of 1974 (“ERISA”). As the plan’s sponsor, MassMutual retains the liabilities. MMLIS funds the costs of these plans as they are incurred, which are settled on a monthly basis. For purposes of disclosure within these statements, MassMutual employees who perform work for the Company are referred to as MMLIS employees. MassMutual provides certain life insurance and healthcare benefits (other post-retirement benefits) that cover MMLIS’s eligible retired employees and their beneficiaries and covered dependents. The healthcare plan is contributory; a portion of the basic life insurance plan is noncontributory. These benefits are funded by MassMutual as the benefits are provided to the participants. In addition, MassMutual provides access to health insurance coverage for covered retirees and their dependents through a private insurance marketplace, along with a company-funded health reimbursement account. MassMutual provides retiree life insurance coverage for the Company’s eligible employees, who as of January 1, 2010, were age 50 with at least 10 years of service or had attained 75 points, generally age plus service, with a minimum of 10 years of service. The Company has service agreements with MassMutual that provide for the performance by MassMutual of certain services for the Company including, but not limited to, information systems, benefit plan administration, payroll, legal, compliance, licensing, cash management, and other general corporate services for which MMLIS is charged a management fee. While management believes that these fees are calculated on a reasonable basis, they may not be indicative of the costs that would have been incurred on a stand-alone basis. In addition, MMLIS utilizes a MassMutual wholly-owned subsidiary, MassMutual Global Business Services India LLC (“MM India”), for the performance of certain administrative services for the Company. MMLIS provides services to MML Strategic Distributors, LLC (“MSD”) and MML Distributors, LLC (“MMLD”), both wholly-owned subsidiaries of MassMutual, including, but not limited to, accounting and other general corporate services. Under the service agreements, MSD and MMLD pay administrative services fees to MMLIS for these services. 11 MI1611_FinancialPlanning 326 Page 33 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) Receivables and Payables to Related Parties Receivables from related parties consist of the following as of December 31, 2025: $ Commissions due from MM Ascend Commissions due from MassMutual Referral fees due from MMPWT Administrative services fees due from MSD Administrative services fees due from MMLD 3,375 2,678 1,838 5 4 $ 7,900 Receivables from related parties In addition, commissions, trails, and marketing support receivables from related parties of $1,403 are included in Commissions and other receivables on the Statement of Financial Condition. Payables to related parties consist of the following as of December 31, 2025: $ Administrative services fees due to MassMutual Administrative services due to MM India 49,857 201 $ 50,058 Payables to related parties Related party receivables and payables are reviewed monthly. Certain administrative services fees are net settled against distribution fees in the current month. All other intercompany balances are generally settled in the following month. The Company reviews current and future capital needs with its parent on at least an annual basis to ensure that adequate capital is maintained. In 2025, MMLIS paid a total of $85,000 in dividends to MMH. (6) Customer Protection Reserve under SEA Rule 15c3-3 As a fully computing broker-dealer registered with the SEC, MMLIS is subject to the SEC’s Customer Protection rule (“Rule 15c3-3”) and is required to maintain a separate bank account designated as “Special Account for the Exclusive Benefit of Customers of MML Investors Services, LLC” for customer funds received. As of December 31, 2025, the balance in this account totaled $5,288, which is in excess of the required balance, and is included in Cash segregated under federal regulations on the Statement of Financial Condition. 12 MI1611_FinancialPlanning 326 Page 34 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) (7) Net Capital Requirements As a broker-dealer, MMLIS is subject to the SEC’s Uniform Net Capital rule (“Rule 15c3-1”), which requires the maintenance of minimum net capital. Advances to affiliates, dividend payments, and other equity withdrawals are subject to certain notification and other provisions of Rule 15c3-1 and other regulatory requirements. In addition, in accordance with FINRA Rule 4110, equity capital may not be withdrawn for a period of one year after a contribution is made, unless otherwise permitted by FINRA, nor may a dividend be paid in any rolling 35-calendar-day period that would exceed 10 percent of excess net capital. The Company operates under the alternative standard of calculating its minimum net capital, which requires the Company to maintain as its capital the greater of $250 or 2% of aggregate debits used in computing its reserve requirement. Accordingly, the minimum net capital required is $250. At December 31, 2025, the Company had net capital of $50,904, which was $50,654 in excess of its required net capital. Certain net assets of MMLIA are included as allowable capital in the consolidated computation of MMLIS’s net capital since these assets of the wholly owned subsidiary are readily available for the protection of the Company’s customers, broker-dealers, and other creditors, as permitted by SEC Rule 15c3-1. Secured Demand Notes (8) At December 31 2025, the Company holds two Secured Demand Note Collateral Agreements (“SDN”) with MMH pursuant to which MMH transferred securities and/or cash to the Company to collateralize MMH’s obligation to lend $75,000 ($37,500 per SDN) to the Company. The agreements, each of which contain an auto renew provision, are scheduled to mature on May 14, 2028 and May 15, 2029, respectively. At December 31, 2025, the collateral for the outstanding SDNs consisted of U.S. Government securities and cash equivalents with a fair value approximating $98,713. The Company has not exercised its right to sell or repledge the collateral. The corresponding liabilities, “Subordinated liabilities under secured demand note collateral agreements,” on the Statement of Financial Condition are subordinate to the claims of general creditors. To the extent that subordinated borrowings are required for the Company’s continued compliance with the minimum net capital requirements under Rule 15c3-1, they may not be repaid. 13 MI1611_FinancialPlanning 326 Page 35 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) (9) Registered Representative and General Agent Loans The Company may extend loans to certain of its registered representatives and general agents that may be either repayable or forgivable. The decision to extend credit for certain repayable loans is generally based upon the registered representative’s or general agent’s ability to generate future revenues. In addition, the Company may extend credit to aid a registered representative in acquiring a seller’s wealth management practice. Repayment terms for repayable loans are generally between three and ten years provided that the registered representative remains contracted with the Company. Repayable loans become repayable immediately if a registered representative terminates their contract with the Company or if the registered representative otherwise defaults on the loan. Certain repayable loans become immediately repayable if the registered representative ceases producing revenue in any sixty- day period prior to the loan maturity date. In order to attract and retain experienced registered representatives, the Company may issue forgivable loans to facilitate the registered representatives’ transition. The decision to issue a forgivable loan is generally based upon the registered representative’s current book of business and the ability to generate future revenues. The principal amount of forgivable loans and accrued interest is forgiven by the Company annually on a straight- line basis over the term of the loans, which is generally seven to nine years. The unforgiven balance of forgivable loans, plus accrued interest, becomes immediately repayable if a registered representative terminates their contract with the Company prior to the loan maturity date. An allowance for uncollectible amounts may be recorded using estimates and assumptions based upon expectations of future loss rates and current facts. Registered representative loans, net of an allowance for credit losses, totaled $55,758 at December 31, 2025 and are included in Registered representative loans on the Statement of Financial Condition. At December 31, 2025, the Company had loan commitments totaling $8,721 that were subsequently funded. (10) Litigation, Regulatory Inquiries, Commitments and Contingencies The Company is involved in litigation arising in and out of the normal course of business, including, but not limited to, alleged registered representative misconduct, which seeks both compensatory and punitive damages. The Company is, from time to time, also involved in regulatory investigations, inquiries, and internal reviews, certain of which are ongoing. In all such regulatory matters, the Company has and is cooperating fully with the applicable regulatory agency or self-regulatory organization. 14 MI1611_FinancialPlanning 326 Page 36 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) The Company evaluates the need for accruals of loss contingencies for each matter. When a liability for a matter is probable and can be estimated, the Company accrues an estimate of the loss and related insurance recoveries, if any. An accrual is subject to subsequent adjustment as a result of additional information and other developments. The resolution of matters are inherently difficult to predict, especially in the early stages of the matter. Even if a loss is probable, due to many complex factors, such as speed of discovery and the timing of court decisions or rulings, a loss or range of loss may not be reasonably estimated until the later stages of the matter. For matters where a loss is material and it is either probable or reasonably possible, then it is disclosed. For matters where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimated, no accrual is established, but the matter, if material, is disclosed. As of December 31, 2025, the Company has $300 included in Accounts payable and accrued expenses on the Statement of Financial Condition for accrued loss contingencies. In the normal course of business, the Company indemnifies and guarantees clearing agents against specified potential losses in connection with their acting as an agent of, or providing services to, the Company or its affiliates. Pursuant to the terms of the agreements between the Company and the clearing agents, the clearing agents have the right to charge the Company for losses that result from a counterparty’s failure to fulfill its contractual obligations. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that since it only trades with customer invested funds, that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the consolidated financial statements for these indemnifications as of December 31, 2025. In addition, the Company has the right to pursue collection or performance from the counterparties who do not perform under their contractual obligations. (11) Broker’s Bond The Company carries a broker’s blanket fidelity bond in the amount of $2,000. In addition, the Company is afforded additional coverage under the MassMutual Corporate Fidelity Bond Program in the amount of $100,000. (12) Deferred and Incentive Compensation Plans Nonqualified deferred compensation plans (unfunded defined contribution plans) are offered by MassMutual allowing certain executives to elect to defer a portion of their compensation. 15 MI1611_FinancialPlanning 326 Page 37 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) Key employees of the Company are eligible to participate in a long-term incentive compensation plan sponsored by MassMutual. An individual employee’s participation may vary from one cycle to the next based on performance, impact on organization and relative contribution. A short-term incentive compensation plan exists that is offered to substantially all employees not covered by another incentive plan. Employees are eligible for an annual bonus based upon certain factors, including individual and company performance. MMLIS records the costs of these plans as they are incurred on a monthly basis. The costs associated with these plans are settled on an annual basis, or such other time after payment is made to the employees. (13) Income Taxes The Company is included in a consolidated U.S. federal income tax return with MassMutual and its eligible U.S. subsidiaries. The Company also files income tax returns in various states. MassMutual, and its eligible subsidiaries and certain affiliates (the “Parties”), including the Company, have executed and are subject to a written tax allocation agreement (the “Agreement”). The Agreement sets forth the manner in which the total combined federal income tax is allocated among the Parties. The Agreement provides the Company with the enforceable right to recoup federal income taxes paid in prior years in the event of future net losses that it may incur. Further, the Agreement provides the Company with the enforceable right to utilize its net losses carried forward as an offset to future net income subject to federal income taxes. However, any future corporate alternative minimum tax (“CAMT") is outside of the scope of the general tax allocation method and, consequently, any future CAMT liability of a subsidiary shall be allocated solely to MassMutual. On August 16th, 2022, the Inflation Reduction Act (“IRA”) was signed into law and includes certain corporate income tax provisions including the imposition of a CAMT. The United States Treasury Department and the Internal Revenue Service (IRS) released proposed regulations on September 12, 2024. As of the reporting date, the Company is not an applicable corporation and therefore not liable for CAMT in 2025. Any CAMT liabilities associated with the Company will be allocated to MassMutual effective in accordance with the Tax Allocation Agreement. 16 MI1611_FinancialPlanning 326 Page 38 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) On July 4th, 2025, “An Act to Provide for Reconciliation Pursuant to Title II of the H. Con. Res. 14” (the Act) was enacted. The Act provides for several corporate tax changes including, but not limited to, restoring full expensing of domestic research and development costs, restoring immediate deductibility of certain capital expenditures, and changes in the computations of U.S. taxation on international earnings. The Act will not have a tax effect on the Company’s consolidated financial statements. The Internal Revenue Service (“IRS”) has completed its examination of MassMutual and its subsidiaries for the years 2016 and prior. The 2017-2018 tax years are in Appeals. The adjustments resulting from these examinations are not expected to materially affect the financial position or liquidity of the Company. Companies generally are required to disclose unrecognized tax benefits, which are the tax effect of positions taken on their tax returns which may be challenged by the various taxing authorities, in order to provide users of financial statements more information regarding potential liabilities. Management has determined that no reserves for material uncertain tax positions are required at December 31, 2025. The Company’s current and deferred tax assets and liabilities are derived entirely from domestic sources. The tax effects of temporary differences that give rise to significant portions of the deferred tax liabilities and deferred tax assets as of December 31, 2025 are as follows: $ Deferred tax assets: Legal and other accruals Deferred revenue 6,463 2,795 Total deferred tax assets 9,258 Deferred tax liabilities: Prepaid commissions Prepaid expenses and other Total deferred tax liabilities 3,903 874 4,777 $ 4,481 Net deferred tax asset 17 MI1611_FinancialPlanning 326 Page 39 of 40  MML Investors Services, LLC and Subsidiary Notes to Consolidated Statement of Financial Condition December 31, 2025 (Dollars in thousands) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the amount of taxes paid in prior years, scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. The Company has established valuation allowances when it is more likely than not that deferred tax assets will not be realized. (14) Subsequent Events The Company has evaluated subsequent events through February 23, 2026, the date the financial statement was available to be issued. No events have occurred subsequent to the balance sheet date and before the date of evaluation that would require recognition or disclosure. 18 © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_FinancialPlanning 326 Page 40 of 40 

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 March 31, 2026 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 326 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. March 31, 2026 Update: Item 14 was revised to provide updated information regarding the Strategic Partnership program. 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 326 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 10 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 11 ITEM 12 BROKERAGE PRACTICES 12 ITEM 13 REVIEW OF ACCOUNTS 13 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION 13 ITEM 15 CUSTODY 14 ITEM 16 INVESTMENT DISCRETION 14 ITEM 17 VOTING CLIENT SECURITIES 15 ITEM 18 FINANCIAL INFORMATION 15 IMPORTANT NOTICES TO CLIENTS 16 MI1611_MMLPlanSol 326 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 326 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 326 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 326 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 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 MI1611_MMLPlanSol 326 Page 7 of 17  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 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_MMLPlanSol 326 Page 8 of 17  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_MMLPlanSol 326 Page 9 of 17  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_MMLPlanSol 326 Page 10 of 17  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 majority 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, has a minority ownership interest in 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 MI1611_MMLPlanSol 326 Page 11 of 17  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. 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. MI1611_MMLPlanSol 326 Page 12 of 17  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. 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. MI1611_MMLPlanSol 326 Page 13 of 17  MMLIS has 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 2025 year, MMLIS received $25,000 from 20 strategic partners or approximately $500,000 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. Loan proceeds can also be used to offset client termination fees incurred during account transfer. 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. 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. MI1611_MMLPlanSol 326 Page 14 of 17  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 326 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 326 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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_MMLPlanSol 326 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 www.mmlinvestors.com March 31, 2026 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. 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 326 Page 1 of 50  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. March 31, 2026 Update: Item 4 has been updated to provide additional information regarding (i) clients’ responsibility to monitor the amount of all deposit accounts for determining FDIC coverage available for deposit accounts at MMLIS, (ii) the Advisory Fee, and the flexibility IA-Reps have to charge different fees, (iii) MMLIS’s utilization of sub-advisers in connection with MMLIS SMA Models, and (iv) a change in the investment management fee range for SMA Models from 0.05% - 0.72% to 0.05% - 0.87%. Item 9 was updated to include information regarding (i) the possible reimbursement of fees incurred in connection with transferring an account to MMLIS and related conflicts of interest, (ii) information regarding conflicts of interest relating to SMA Models managed by Mariner, LLC, (iii) fees MMLIS pays to Envestnet and related conflicts of interest, (iv)information regarding the risks of investing in SMA Models with options and to provide updated information about MMLIS’ Strategic Partner and Conference Partner programs and similar arrangements. Item 9 was also updated to disclose revenue arrangements with alternative investment providers and a change in the Administrative Fee range charged by the American Endowment Foundation Donor Advised Fund service from 0.10% - 0.70% to 0.10% - 0.60%. December 22, 2025 Update: Item 4 was updated to include information about the option for MMLIS to utilize a sub-adviser in connection with a MMLIS SMA Model and associated conflicts of interest, and Item 9 was updated to provide information regarding a new Donor Advised Fund service being offered by Greater Horizons. 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 may require margin and may be assessed an additional fee of up to 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 326 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 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 49 MI1611_WMS.SMA.Select 326 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 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 326 Page 4 of 50  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. MMLIS may utilize the services of a sub-adviser to provide MMLIS with a model allocation and any updates or changes to the model. MMLIS will use this information to establish the investment allocation for a Client’s Account and make securities trades for the Account. MMLIS has discretion to select sub-advisers and may remove and/or replace a sub-adviser at its discretion if MMLIS believes the sub-adviser is no longer able to perform its sub-advisory obligations. For any account, MMLIS has discretion to deviate from any updates or changes communicated to MMLIS by the sub-adviser. MMLIS will pay each sub-adviser a fee based on the aggregate amount of client assets invested in a MMLIS SMA Model sub-advised by the sub-adviser. The fee that MMLIS will pay to a sub-adviser can include breakpoints, which means that the amount of the fee will decrease as the amount of client assets invested in MMLIS SMA Models sub-advised by the sub-adviser increases. This fee structure creates an incentive for MMLIS to recommend that clients invest in MMLIS SMA Models with sub-advisers whose fees include breakpoints. In addition, differences in fees paid to sub-advisers create a conflict of interest as such differences provide a financial incentive for MMLIS to select sub-advisers with lower fees. MMLIS also has an incentive to forgo the use of a sub-adviser. 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. 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. MI1611_WMS.SMA.Select 326 Page 5 of 50  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 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 may require a margin feature on the account. In addition to this Brochure, you will MI1611_WMS.SMA.Select 326 Page 6 of 50  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. 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. MI1611_WMS.SMA.Select 326 Page 7 of 50  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 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 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. 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. MI1611_WMS.SMA.Select 326 Page 8 of 50  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 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. MI1611_WMS.SMA.Select 326 Page 9 of 50  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 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 4). 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 MI1611_WMS.SMA.Select 326 Page 10 of 50  of a money market fund). The client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program. 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 the 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 MI1611_WMS.SMA.Select 326 Page 11 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 SMA 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. MI1611_WMS.SMA.Select 326 Page 12 of 50  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 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 MI1611_WMS.SMA.Select 326 Page 13 of 50  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. • 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 MI1611_WMS.SMA.Select 326 Page 14 of 50  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. 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 may incur an additional fee of up to 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 MI1611_WMS.SMA.Select 326 Page 15 of 50  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.” 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 0.87%. 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. MI1611_WMS.SMA.Select 326 Page 16 of 50  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. Advisory 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. Some IA-Reps apply a custom fee schedule to the Advisory Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the Advisory Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted above, regardless of whether your IA-Rep utilizes a custom fee schedule, the Advisory Fee is negotiable up to 1.54%. 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 MI1611_WMS.SMA.Select 326 Page 17 of 50  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, 2026). 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 that contain models conducting over 1,500 trades per year (“High-Volume Trading Models”) may incur an additional charge of up to 0.05% to cover excess trading costs assessed by NFS. Accounts opened prior to September 30, 2025 that contained High-Volume Trading Models at that time will not incur the additional 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. MI1611_WMS.SMA.Select 326 Page 18 of 50  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 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 MI1611_WMS.SMA.Select 326 Page 19 of 50  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 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. MI1611_WMS.SMA.Select 326 Page 20 of 50  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 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. MI1611_WMS.SMA.Select 326 Page 21 of 50  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 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). MI1611_WMS.SMA.Select 326 Page 22 of 50  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 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. MI1611_WMS.SMA.Select 326 Page 23 of 50  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. 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, MI1611_WMS.SMA.Select 326 Page 24 of 50  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. 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 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 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 MI1611_WMS.SMA.Select 326 Page 25 of 50  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 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 MI1611_WMS.SMA.Select 326 Page 26 of 50  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. 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 MI1611_WMS.SMA.Select 326 Page 27 of 50  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 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. 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 MI1611_WMS.SMA.Select 326 Page 28 of 50  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. 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. MI1611_WMS.SMA.Select 326 Page 29 of 50  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 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. 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 MI1611_WMS.SMA.Select 326 Page 30 of 50  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. Options Trading Risk — Options may be used for a variety of strategies including in certain SMA Models in the Program, such as hedging, income generation and speculation. Clients should be aware that the use of options and investing in SMA Models with options involves significant, additional risks. The risks of covered call writing in SMA Models, in particular, include the potential for the market to rise sharply. In such case, the security may be called away and a Program account will no longer hold the security. When an SMA Model Manager purchases options there is the risk that the entire purchase price (premium paid) for the option can be lost if the option is not exercised or otherwise sold by the SMA Model Manager prior to the option’s expiration date. When selling (or “writing”) options as part of an SMA Model, the risk of loss can be MI1611_WMS.SMA.Select 326 Page 31 of 50  much greater if the options are written uncovered (“naked”). The risk of loss can far exceed the amount of the premium received for an uncovered option and in the case of an uncovered call option the potential loss is unlimited. SMA Models in the Program with options can include uncovered call options. 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 326 Page 32 of 50  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 majority 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 326 Page 33 of 50  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 certain 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, has a minority ownership interest in 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 326 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 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 326 Page 35 of 50  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 2025, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2026. 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 326 Page 36 of 50  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. MMLIS may reimburse clients of new IA-Reps who transfer their accounts to MMLIS for fees incurred in connection with the transfer. The reimbursement only applies to accounts transferred to an account for which MMLIS serves as the broker-dealer and are custodied with NFS (including accounts in the Program). This creates an incentive for IA-Reps to recommend accounts for which MMLIS serves as the broker-dealer and are custodied with NFS (including an account in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. The reimbursement also creates an incentive for clients of experienced recruits to transfer their assets to such accounts (including accounts in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. 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. MI1611_WMS.SMA.Select 326 Page 37 of 50  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 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 MI1611_WMS.SMA.Select 326 Page 38 of 50  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 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. MI1611_WMS.SMA.Select 326 Page 39 of 50  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 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 2025, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: Capital Group, Blackrock, Brinker Capital, Invesco, Fidelity, and BNY Mellon, 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. These Strategic Partners are expected to make similar or larger payments in 2026. MI1611_WMS.SMA.Select 326 Page 40 of 50  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 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 2025, 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, Blue Owl, Clark Capital, iCapital, LMCG, MDS Energy, Pacer, PIMCO, Russell Investments, SEI, State Street, Stepstone, Symmetry, EQT Partners, Goldman Sachs, Envestnet, and CAIS. The amount of payments from these Conference Partners ranged from $50,000 to $250,000. 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 $125,000 to $275,000 in 2026. 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 2025, 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 2026. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2026. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2025, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Brighthouse, Equitable, Allianz, Pacific Life, Nationwide, Prudential, Corebridge, Transamerica, and Protective. No company paid more than $5.25 million. These variable annuity issuers are expected to make similar or larger payments in 2026. 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. Fund providers can pay for advisor level data on fund assets held through MMLIS’s custodian, NFS. The fixed fee paid by the fund providers is tiered, based on the level of data purchased, not on the asset levels of that fund provider, with the exception of some alternative fund providers. Providers of alternative fund investments, such as private placements, private equity, hedge funds, exchange funds, real estate funds or interval and tender funds, that participate in revenue sharing with MMLIS receive a basic tier package and can upgrade to an higher tier by paying the difference between the tier package price and the amount of revenue share paid to MMLIS. The purchase of this data may result in the fund providers having a greater portion of individual fund 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 MI1611_WMS.SMA.Select 326 Page 41 of 50  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 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. 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. Certain of the SMA 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 Services to recommend that clients invest in the SMA Models created and maintained by Mariner. MMLIS addresses this conflict of interest through disclosure. The SMA Models managed by Mariner are also available to clients in the Baystate Co-Adviser Program. As described in this Brochure, MMLIS’s compensation structure creates incentives for MMLIS IA-Reps to recommend the Program over programs that are not custodied with NFS, such as the Baystate Co-Adviser Program. MMLIS addresses this conflict by disclosing it to clients, and supervising account and program recommendations. 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 MI1611_WMS.SMA.Select 326 Page 42 of 50  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. 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. MI1611_WMS.SMA.Select 326 Page 43 of 50  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. 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 MI1611_WMS.SMA.Select 326 Page 44 of 50  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 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 most of the advisory programs on Envestnet’s platform. As the amount of assets invested in these programs increase, the fee rate applicable to the next tier decreases. This fee structure creates an incentive for MMLIS and MMLIS IA-Reps to recommend the advisory programs on Envestnet’s platform to clients (including the Program) and to recommend that clients increase the amount of assets invested in such programs (including the Program). MMLIS addresses this conflict by disclosing it to you, and supervising account and program recommendations for compliance and with its fiduciary duty to you. 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, the Fidelity Charitable Investment Advisor Program (“CIAP”) Donor Advised Fund service, and the Greater Kansas City Community Foundation (“Greater Horizons”) Donor Advised Fund service. A client (“Donor”) may elect to utilize these services to make irrevocable donations to the American Endowment Foundation Advised Fund, the Fidelity Investments Charitable Gift MI1611_WMS.SMA.Select 326 Page 45 of 50  Fund, or Greater Horizons, as applicable, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to American Endowment Foundation, Fidelity Charitable, or Greater Horizons, 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, 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 Greater Horizons Financial Advisor Program Guidelines for additional information regarding establishing a donor advised account with Greater Horizons. Assets donated to the American Endowment Foundation, Fidelity Charitable or Greater Horizons 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 0.60% (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 0.15% to 0.60% depending on the amount of assets donated to Fidelity Charitable. The Administrative Fee charged by Greater Horizons for this service ranges from 0.15% to 0.60% or $250, whichever is greater, depending on the amount of assets donated to Greater Horizons. 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. 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. MI1611_WMS.SMA.Select 326 Page 46 of 50  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 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, MI1611_WMS.SMA.Select 326 Page 47 of 50  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 326 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_WMS.SMA.Select 326 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. © 2026 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 www.mmlinvestors.com March 31, 2026 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. 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 326 Page 1 of 53  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. March 31, 2026 Update: Item 4 has been updated to provide information about i) the ability of an IA-Rep to make adjustments to an account’s allocations and investment program without a client signature for discretionary accounts, ii) the features and fees related to the 529 Advisory Program, iii) the client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program and iv) additional information about the Advisory Fee, and the flexibility IA-Reps have to charge different fees. Item 9 was updated to include i) updated information about MMLIS’ Strategic Partner and Conference Partner Programs, ii) possible reimbursement incurred in connection with transferring an account to MMLIS and related conflicts of interest, iii) revenue arrangements with alternative fund providers, iv) fees MMLIS pays to Envestnet and the related conflicts of interest and v) additional information about affiliated funds. December 22, 2025 Update: Item 4 was updated to reflect the conflict of interest that an IA-Rep may recommend the use of the Advisor Select Program over a program with additional fees in order to negotiate a higher Advisory Fee. Item 9 was updated to provide information regarding a new Donor Advised Fund service being offered by Greater Horizons. 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 326 Page 2 of 53  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 24 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 52 MI1611_AdvSelect 326 Page 3 of 53  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. This Firm Brochure also provides information about the 529 college savings plan advisory option (the “Advisory 529 Program”) which is available to clients through the Advisor Select platform. 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. If a client selects the non-discretionary 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 Advisor Select program selected for the account. If a client does not select the non-discretionary option, the client’s IA-Rep will be able to make adjustments to an account’s asset allocation and change the Advisor Select program 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. The Firm is the sole adviser under the Programs. The Advisory 529 Program is designed to provide ongoing discretionary investment advisory services with respect to assets invested in qualified tuition programs established under Section 529 of the Internal Revenue Code (“529 Plans”), which are tax-advantaged investment vehicles designed to pay for qualified education expenses. Services generally include assistance with plan selection, portfolio construction based on the client’s investment objectives and MI1611_AdvSelect 326 Page 4 of 53  beneficiary time horizon and periodic monitoring of investments. The account owner is solely responsible for ensuring that distributions from the 529 Advisory Program are used only for qualified education expenses and maintaining documented proof. Clients should note that 529 Plans are municipal securities and are subject to the terms, features, expenses and limitations imposed by the plan sponsor. MMLIS does not sponsor or administer any 529 Plan. 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. 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 certain 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 Advisor Select program, the Advisor Select Mutual Funds and ETFs program, or the Advisor 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 MI1611_AdvSelect 326 Page 5 of 53  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 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. Investment advisory services in the Advisory 529 Program are provided on a discretionary basis only, but IA-Reps may consult with clients on investment strategy. MI1611_AdvSelect 326 Page 6 of 53  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 (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, 2025 through December 31, 2025, 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. MI1611_AdvSelect 326 Page 7 of 53  The Advisor Select Programs and Advisory 529 Program may be appropriate for those clients seeking ongoing investment advice from an IA-Rep or the Firm (as applicable). The Programs and Advisory 529 Program 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 and Advisory 529 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). 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. 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. MI1611_AdvSelect 326 Page 8 of 53  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. Clients participating in the Advisory 529 Program must open and continue to maintain another non-qualified advisory account with MMLIS in order to continue their participation in the Advisory 529 Program. Fees for the 529 Program will be debited from another non-qualified advisory account that is part of the same household. Once a client has determined the need for a 529 Plan, the IA-Rep will help determine which state 529 Plan is appropriate for the client. The IA-Rep will provide the client disclosures and other documents necessary to make an informed decision regarding participating in a state’s 529 Plan. Investing in the state 529 Plan of the client’s state of residence may result in tax benefits not available by investing in another state’s plan. MMLIS strongly encourages the client to consult a tax advisor regarding the consequences of investing in a state’s 529 Plan. Upon determining which state 529 Plan is appropriate, the client will receive a brokerage 529 application, SIS, and other account opening documents. If the client has determined an advisory relationship is within their best interest, they will work with their IA-Rep to open up additional account(s) outside of the Advisory 529 Program. The IA-Rep will act as portfolio manager with full discretion in developing a personalized asset allocation program using the investment options available within the selected 529 Plan. The asset allocation will be based on the investment objectives, risk tolerance and time horizon of the client. The account may be rebalanced periodically to maintain the client’s investment profile. Clients are advised that the Internal Revenue Service imposes restrictions on the number of reallocations that can be made in a 529 Plan in a calendar year. When a client’s account drifts from the recommended asset allocation, due to market changes or economic conditions, these restrictions on reallocation may cause the client account to remain out of risk tolerance until the next allowed reallocation. For this reason, a client’s account may remain out of risk tolerance until the following calendar year. Please consult your IA-Rep for further information. 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. 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 MI1611_AdvSelect 326 Page 9 of 53  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. 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_AdvSelect 326 Page 10 of 53  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. 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 MI1611_AdvSelect 326 Page 11 of 53  further below under Item 4). 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). The client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program. 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 the 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. MI1611_AdvSelect 326 Page 12 of 53  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. 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. MI1611_AdvSelect 326 Page 13 of 53  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. 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 MI1611_AdvSelect 326 Page 14 of 53  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. 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_AdvSelect 326 Page 15 of 53  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. 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. MI1611_AdvSelect 326 Page 16 of 53  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. 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 MI1611_AdvSelect 326 Page 17 of 53  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. Advisory 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. Some IA-Reps apply a custom fee schedule to the Advisory Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the Advisory Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted above, regardless of whether your IA-Rep utilizes a custom fee schedule, the Advisory Fee is negotiable up to 1.54%. 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 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. As disclosed earlier, the Client Fee includes a MI1611_AdvSelect 326 Page 18 of 53  negotiable Advisory Fee up to a maximum of 1.54%. If a client invests in a program that 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 absence of investment management fees and mutual fund sales charges in the Programs provide a financial incentive for an IA-Rep to recommend using the Programs over other types of accounts or services offered by MMLIS, 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. 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. MI1611_AdvSelect 326 Page 19 of 53  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. Advisory 529 accounts will be charged a Nontraditional Service fee of 0.05%. This fee will be debited from a non-qualified advisory account linked to the same household. The amount of these fees (other than the annual fee for Self-Employed 401(k) Accounts, the Termination Fee for Retirement Accounts and the Nontraditional Service fee for Advisory 529 Program 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 MI1611_AdvSelect 326 Page 20 of 53  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 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 MI1611_AdvSelect 326 Page 21 of 53  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 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 MI1611_AdvSelect 326 Page 22 of 53  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 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 MI1611_AdvSelect 326 Page 23 of 53  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. 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. MI1611_AdvSelect 326 Page 24 of 53  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. 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 MI1611_AdvSelect 326 Page 25 of 53  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 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 MI1611_AdvSelect 326 Page 26 of 53  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 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. MI1611_AdvSelect 326 Page 27 of 53  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. 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. MI1611_AdvSelect 326 Page 28 of 53  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. 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 MI1611_AdvSelect 326 Page 29 of 53  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. 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 MI1611_AdvSelect 326 Page 30 of 53  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 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. MI1611_AdvSelect 326 Page 31 of 53  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 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, MI1611_AdvSelect 326 Page 32 of 53  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 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 MI1611_AdvSelect 326 Page 33 of 53  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. 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 MI1611_AdvSelect 326 Page 34 of 53  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 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 majority 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 certain 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_AdvSelect 326 Page 35 of 53  Certain Affiliated Funds advised by MassMutual Investment Advisers have specific share classes available only to IRA advisory accounts. These share classes waive certain fees to MassMutual affiliates in order to comply with ERISA and Internal Revenue Code regulations, and have lower internal expenses than other share classes of similar funds. As a result, IA-Reps have an incentive to recommend these Affiliated Fund share classes over other share classes and investments. Please note accounts are charged the Execution, Clearing and Custody Fee and Advisor Fee for the portion of the account invested in these Affiliated Fund share classes. MassMutual, directly and/or through one or more of its affiliates, has a minority ownership interest in 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. 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 MI1611_AdvSelect 326 Page 36 of 53  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 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 MI1611_AdvSelect 326 Page 37 of 53  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 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. MMLIS may reimburse clients of new IA-Reps who transfer their accounts to MMLIS for fees incurred in connection with the transfer. The reimbursement only applies to accounts transferred to an account for which MMLIS serves as the broker-dealer and are custodied with NFS (including accounts in the Program). This creates an incentive for IA-Reps to recommend accounts for which MMLIS serves as the broker-dealer and are custodied with NFS (including an account in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. The reimbursement also creates an incentive for clients of experienced recruits to transfer their assets to such accounts (including accounts in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommen- dations for compliance with its fiduciary duty to you. 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_AdvSelect 326 Page 38 of 53  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 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 MI1611_AdvSelect 326 Page 39 of 53  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. 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. MI1611_AdvSelect 326 Page 40 of 53  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. • 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 MI1611_AdvSelect 326 Page 41 of 53  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. 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 2025, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: Capital Group, BlackRock, Brinker Capital, Invesco, Fidelity, and BNY Mellon 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. These Strategic Partners are expected to make similar or larger payments in 2026. 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 2025, 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, Blue Owl, Clark Capital, iCapital LMCG, MDS Energy, Pacer PIMCO, Russell Investments, SEI, State Street, Stepstone, Symmetry, EQT Partners, Goldman Sachs, Envestnet, and CAIS. The amount of payments from these Conference Partners ranged from $50,000 to $250,000. 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 $125,000 to $275,000 in 2026. MMLIS also receives access to free educational services MI1611_AdvSelect 326 Page 42 of 53  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 2025, 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 2026. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2026. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2025, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Brighthouse, Equitable, Allianz, Lincoln Financial, Pacific Life, Nationwide, Prudential, Corebridge, Transamerica, and Protective. No company paid more than $5.25 million. These variable annuity issuers are expected to make similar or larger payments in 2026. 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. Fund providers can pay for advisor level data on fund assets held through MMLIS’s custodian, NFS. The fixed fee paid by the fund providers is tiered, based on the level of data purchased, not on the asset levels of that fund provider, with the exception of some alternative fund providers. Alternative fund providers such as private placements, private equity, hedge funds, exchange funds, real estate funds or interval and tender funds, that participate in revenue sharing with MMLIS receive a basic tier package and can upgrade to an higher tier by paying the difference between the tier package price and the amount of revenue share paid to MMLIS. The purchase of this data may result in the fund providers having a greater portion of individual fund 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. MI1611_AdvSelect 326 Page 43 of 53  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. 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 MI1611_AdvSelect 326 Page 44 of 53  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. 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 MI1611_AdvSelect 326 Page 45 of 53  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 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. The fee that MMLIS pays Envestnet is partially based on the number of accounts in the Advisor Select Program. As the number of accounts increase, the overall fee to Envestnet increases, but the cost per Advisor Select account decreases. This fee structure creates an incentive for MMLIS and IA-Reps to recommend the Advisor Select Program to clients. IA-Reps do not directly benefit from this fee structure. MMLIS addresses this conflict by disclosing it to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. For all of its advisory program accounts held at NFS, MMLIS pays fees to NFS relating to clearing, custody and adminis- trative services that NFS provides for these accounts. MI1611_AdvSelect 326 Page 46 of 53  Donor Advised Fund Services MMLIS offers the American Endowment Foundation (“AEF”) Donor Advised Fund service and the Greater Kansas City Community Foundation (“Greater Horizons”) Donor Advised Fund service. A client (“Donor”) may elect to utilize these services to make irrevocable donations to the American Endowment Foundation Advised Fund Service or Greater Horizons, 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 Greater Horizons, 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 or to the Greater Horizons Financial Advisor Program Guidelines for additional information regarding establishing a donor advised account with Greater Horizons. Assets donated to the American Endowment Foundation or Greater Horizons 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. The Administrative Fee charged by Greater Horizons for this service ranges from 0.15% to 0.60% or $250, whichever is greater, depending on the amount of assets donated to Greater Horizons. 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. 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 MI1611_AdvSelect 326 Page 47 of 53  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 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 MI1611_AdvSelect 326 Page 48 of 53  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. 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 MI1611_AdvSelect 326 Page 49 of 53  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. 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. MI1611_AdvSelect 326 Page 50 of 53  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 326 Page 51 of 53 Page 51 of 53  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 326 Page 52 of 53 Page 52 of 53  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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. 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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 www.mmlinvestors.com March 31, 2026 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. 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 326 Page 1 of 61  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. March 31, 2026 Update: Item 4 has been updated to disclose i) the availability of Strategist, Fortis Capital Advisors LLC, ii) the conflicts of interest related to the lack of sub-manager fees for Third-Party Agency Named Models, iii) the FSTM Advantage tax management program, iv) that clients have a responsibility to monitor the amount of all deposit accounts for determining FDIC coverage available for deposit accounts at MMLIS and v) additional information about the Advisory Fee, and the flexibility IA-Reps have to charge different fees. Item 4 was also updated to reflect a change in the SMA Model portfolio manager fee range from 0.09% - 0.70% to 0.09% - 0.87% and conflicts of interest related to fee arrangements with Fortis Capital Advisors LLC. Item 9 was updated to include information regarding i) the possible reimbursement of fees incurred in connection with transferring an account to MMLIS and related conflicts of interest, ii) updated information about MMLIS’ Strategic Partner and Conference Partner programs and similar arrangements and revenue arrangements with alternative investment providers iii) conflicts of interest relating to SMA Models managed by Mariner, LLC, iv) fees MMLIS pays to Envestnet and related conflicts of interest, and v) additional information regarding affiliated funds. Item 9 was also updated to reflect a change in the American Endowment Foundation Donor Advised Fund Service administrative fee range from 0.10% - 0.70% to 0.10% - 0.65%. December 22, 2025 Update: Item 4 was updated to disclose conflicts of interest related to sub-manager fees for Agency Named Models and MMLIS Strategist Models. Item 9 was updated to provide information regarding a new Donor Advised Fund service being offered by Greater Horizons. 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 MI1611_UMA.SelectPremier 326 Page 2 of 61  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 326 Page 3 of 61  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE 1 ITEM 2. MATERIAL CHANGES 2 ITEM 3. TABLE OF CONTENTS 4 ITEM 4. SERVICES, FEES AND COMPENSATION 5 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 30 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION 31 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 33 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 33 ITEM 9. ADDITIONAL INFORMATION 33 IMPORTANT NOTICES TO CLIENTS 60 MI1611_UMA.SelectPremier 326 Page 4 of 61  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 326 Page 5 of 61  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 326 Page 6 of 61  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 326 Page 7 of 61  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 on participation in any appreciation of the underlying instrument, limited liquidity, credit risk of the issuer, no dividend payment, and other unpredictable events. MI1611_UMA.SelectPremier 326 Page 8 of 61  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. If the MMLIS Strategist Models offered by a MMLIS Strategist have different manager fees, the MMLIS Strategist has an incentive to encourage IA-Reps to recommend and select models with higher manager fees to clients. MMIS addresses this conflict of interest by disclosing it to clients, and supervising account and program recommendations for compliance with its fiduciary duty to clients. The MMLIS Models and MMLIS Strategist Models can be available with different names when they are offered by IA-Reps affiliated with certain MMLIS firms or agencies. The name of the MMLIS Model and MMLIS Strategist Model can indicate the name of the agency the IA-Rep is affiliated with (“Agency Named Models”). Notwithstanding the use of the MMLIS firm or agency marketing name, Agency Named Models are created and maintained by the MMLIS WMIT or MMLIS Strategist, as applicable. MMLIS may split the Sub-Manager Fee for Agency Named Models between the MMLIS Strategist and the agency. When the Sub-Manager Fee split between the MMLIS Strategist and the agency is different for different Agency Named Models, IA-Rep supervisors and other agency personnel have an incentive to encourage IA-Reps to recommend and select Agency Named Models that provide the agency with a higher percentage of the Sub-Manager Fee. MMLIS addresses this conflict of interest by disclosing it to clients, and supervising account and program recommendations 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. A model may be available that is identified by a different name depending on which agency your IA-Rep is affiiated with, but is created and managed by an independent third-party manager (“Third-Party Agency Named Models”). The Third-Party Agency Named Models do not have a Sub-Manager fee. The absence of a Sub-Manager fee provides a financial incentive for an IA-Rep to recommend (or select) a Third-Party Agency Named Model over other types of models that have a Sub-Manager fee, 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 Advisory Fee. MMLIS address these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. You should consult with your IA-Rep for additional information about Agency Named Models or Third-Party Agency Named Models. Fortis Capital Advisors LLC, which is a registered investment adviser owned by Felix Malitsky. Mr. Malitsky is the managing member and principal of Fortis Lux, a financial services firm affiliated with MMLIS. MMLIS and a MMLIS IA-Rep, Michael Luftman, serve as sub-adviser of the Fortis Capital models, providing all portfolio management and investment selection for the models. The Strategist Fee for the Fortis Capital models is paid to Fortis Capital. Fortis Capital pays MMLIS a sub-advisory fee which equals all or nearly all of the Strategist Fee. MMLIS retains a portion of this sub-advisor fee and pays the remaining amount to the MMLIS IA-Rep, Mr. Luftman. Mr. Luftman and Fortis Capital each have an ownership interest in an LLC that receives revenues for the Fortis Capital models (i.e., the MMLIS sub-advisory MI1611_UMA.SelectPremier 326 Page 9 of 61  fee). This creates a conflict of interest and incentive for the Fortis Lux firm, Malitsky, and MMLIS to encourage MMLIS IA-Reps and customers to invest in Fortis Capital models over 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. 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. 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. MI1611_UMA.SelectPremier 326 Page 10 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 11 of 61  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. 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 MI1611_UMA.SelectPremier 326 Page 12 of 61  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. 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. The fee shall also be waived for accounts in the FSTM Advantage Program in which the model provider may partially or fully absorb the cost of the tax overlay service by paying Envestnet. The waiver will not be available to accounts currently utilizing the Fund Strategist Portfolios Tax Overlay Services unless such account selects a different FSTM Advantage Program model. You should consult with your IA-Rep for additional information. MI1611_UMA.SelectPremier 326 Page 13 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 14 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 15 of 61  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, 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. MI1611_UMA.SelectPremier 326 Page 16 of 61  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 4). 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). The client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program. 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 the 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 MI1611_UMA.SelectPremier 326 Page 17 of 61  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. 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 MI1611_UMA.SelectPremier 326 Page 18 of 61  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 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 MI1611_UMA.SelectPremier 326 Page 19 of 61  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 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 MI1611_UMA.SelectPremier 326 Page 20 of 61  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 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. MI1611_UMA.SelectPremier 326 Page 21 of 61  • 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 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 MI1611_UMA.SelectPremier 326 Page 22 of 61  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 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_UMA.SelectPremier 326 Page 23 of 61  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% – 0.87% 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. If a Fortis Capital model is selected for client’s Account, the Strategist Fee is paid to Fortis Capital. Fortis Capital pays MMLIS a sub-advisory fee which equals all or nearly all of the Strategist Fee for the models. MMLIS will retain a portion of this sub-advisory fee and pay the remaining amount to the MMLIS IA-Rep, Mr. Luftman, as described under Item 4. As a result, and due to the ownership interest in Fortis Capital by Mr. Malitsky, as well as ownership interest of Mr. Malitsky and Mr. Luftman in the separate LLC described under Item 4, IA-Reps have a conflict of interest and incentive to recommend the Fortis Capital models 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 recommending a model to clients do not receive any more or less compensation for recommending a Fortis Capital model for client’s Account over a MMLIS WMIT, MMLIS Strategist, Third Party Strategists or unaffiliated money managers in other MMLIS advisory programs. 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 326 Page 24 of 61  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. Advisory 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. Some IA-Reps apply a custom fee schedule to the Advisory Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the Advisory Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted above, regardless of whether your IA-Rep utilizes a custom fee schedule, the Advisory Fee is negotiable up to 1.54%. 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 MI1611_UMA.SelectPremier 326 Page 25 of 61  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 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, 2026). 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 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 MI1611_UMA.SelectPremier 326 Page 26 of 61  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 326 Page 27 of 61  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 326 Page 28 of 61  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 326 Page 29 of 61  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 326 Page 30 of 61  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 326 Page 31 of 61  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 326 Page 32 of 61  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 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 MI1611_UMA.SelectPremier 326 Page 33 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 34 of 61  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_UMA.SelectPremier 326 Page 35 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 36 of 61  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 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 MI1611_UMA.SelectPremier 326 Page 37 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 38 of 61  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 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, a Portfolio’s value may fluctuate and its liquidity may be impacted. Additionally, a mutual fund may experience increased MI1611_UMA.SelectPremier 326 Page 39 of 61  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 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 MI1611_UMA.SelectPremier 326 Page 40 of 61  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, 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 MI1611_UMA.SelectPremier 326 Page 41 of 61  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. 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 MI1611_UMA.SelectPremier 326 Page 42 of 61  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 majority 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 certain 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. Certain Affiliated Funds advised by MassMutual Investment Advisers have specific share classes available only to IRA advisory accounts. These share classes waive certain fees to MassMutual affiliates in order to comply with ERISA and Internal Revenue Code regulations, and have lower internal expenses than other share classes of similar funds. As a result, IA-Reps have an incentive to recommend these Affiliated Fund share classes over other share classes and investments. Please note accounts are charged the Execution, Clearing and Custody Fee and Advisor Fee for the portion of the account invested in these Affiliated Fund share classes. MI1611_UMA.SelectPremier 326 Page 43 of 61  MassMutual, directly and/or through one or more of its affiliates, has a minority ownership interest in 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 in NTF and iNTF mutual fund share classes, cash and cash alternatives. Please see Item 4 “Mutual Funds and Revenue MI1611_UMA.SelectPremier 326 Page 44 of 61  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 2025, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2026. 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 326 Page 45 of 61  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 326 Page 46 of 61  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. MMLIS may reimburse clients of new IA-Reps who transfer their accounts to MMLIS for fees incurred in connection with the transfer. The reimbursement only applies to accounts transferred to an account for which MMLIS serves as the broker-dealer and are custodied with NFS (including accounts in the Program). This creates an incentive for IA-Reps to recommend accounts for which MMLIS serves as the broker-dealer and are custodied with NFS (including an account in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. The reimbursement also creates an incentive for clients of experienced recruits to transfer their assets to such accounts (including accounts in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommendations for compliance with its fiduciary duty to you. 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). MI1611_UMA.SelectPremier 326 Page 47 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 48 of 61  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. 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: MI1611_UMA.SelectPremier 326 Page 49 of 61  • 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. 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. MI1611_UMA.SelectPremier 326 Page 50 of 61  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 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 2025, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: Capital Group, BlackRock, Brinker Capital, Invesco, Fidelity, and BNY Mellon 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. These Strategic Partners are expected to make similar or larger payments in 2026. 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 2025, 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, Blue Owl, Clark Capital, Franklin Templeton, iCapital, LMCG, MDS Energy, Pacer, PIMCO, Russell Investments, SEI, State Street, Stepstone, Symmetry, EQT Partners, Goldman Sachs, Envestnet, and CAIS. The amount of payments from these Conference Partners ranged from $50,000 to $250,000. 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 $125,000 to $275,000 in 2026. 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 2025, 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 2026. MI1611_UMA.SelectPremier 326 Page 51 of 61  MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2026. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2025, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Brighthouse, Equitable, Allianz, Lincoln Financial, Pacific Life, Nationwide, Prudential, Corebridge, Transamerica, and Protective. No company paid more than $5.25 million. These variable annuity issuers are expected to make similar or larger payments in 2026. 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 Sub-Managers. Fund providers can pay for advisor level data on assets held through MMLIS’s custodian, NFS. The fixed fee paid by the fund providers is tiered, based on the level of data purchased, not on the asset levels of that fund provider, with the exception of some alternative fund providers. Providers of alternative fund investments, such as private placements, private equity, hedge funds, exchange funds, real estate funds or interval and tender funds, that participate in revenue sharing with MMLIS receive a basic tier package and can upgrade to an higher tier by paying the difference between the tier package price and the amount of revenue share paid to MMLIS. The purchase of this data may result in the fund providers having a greater portion of individual fund 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. MI1611_UMA.SelectPremier 326 Page 52 of 61  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 recommendations 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 Services to recommend that clients invest in the Sub-Manager Models created and maintained by Mariner. MMLIS address this conflict of interest through disclosure. The Sub-Manager Models managed by Mariner are also available to clients in the Baystate Co-Adviser Program. As described in this Brochure, MMLIS’s compensation structure creates incentives for MMLIS IA-Reps to recommend the UMA programs over programs that are not custodied with NFS, such as the Baystate Co-Adviser Program. MMLIS addresses this conflict by disclosing it to clients, and supervising account and program recommendations. 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 MI1611_UMA.SelectPremier 326 Page 53 of 61  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. 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. MI1611_UMA.SelectPremier 326 Page 54 of 61  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 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 MI1611_UMA.SelectPremier 326 Page 55 of 61  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 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 most of the advisory programs on Envestnet’s platform. As the amount of assets invested in these programs increase, the fee rate applicable to the next tier decreases. This fee structure creates an incentive for MMLIS and MMLIS IA-Reps to recommend the advisory programs on Envestnet’s platform to clients (including the Program) and to recommend that clients increase the amount of assets invested in such programs (including the Program). MMLIS addresses this conflict by disclosing it to you, and supervising account and program recommendations for compliance and with its fiduciary duty to you. 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, the Fidelity Charitable Investment Advisor Program (“CIAP”) Donor Advised Fund service, and the Greater Kansas City Community Foundation (“Greater Horizons”) Donor Advised Fund service. A client (“Donor”) may elect to utilize these services to make irrevocable donations to the American Endowment Foundation Advised Fund, the Fidelity Investments Charitable Gift Fund, or Greater Horizons, as applicable, and may be able to use such donations as tax deductions. A Donor cedes control of donated assets to American Endowment Foundation, Fidelity Charitable, or Greater Horizons, 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, 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 Greater Horizons Financial Advisor Program Guidelines for additional information regarding establishing a donor advised account with Greater Horizons. Assets donated to the American Endowment Foundation, Fidelity Charitable or Greater Horizons 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 0.65% (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 0.15% to 0.60% depending on the amount MI1611_UMA.SelectPremier 326 Page 56 of 61  of assets donated to Fidelity Charitable. The Administrative Fee charged by Greater Horizons for this service ranges from 0.15% to 0.60% or $250, whichever is greater, depending on the amount of assets donated to Greater Horizons. 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. 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 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. MI1611_UMA.SelectPremier 326 Page 57 of 61  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 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. MI1611_UMA.SelectPremier 326 Page 58 of 61  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 326 Page 59 of 61  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 326 Page 60 of 61 Page 60 of 61  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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_UMA.SelectPremier 326 Page 61 of 61 

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 March 31, 2026 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 326 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. March 31, 2026 Update: Item 14 was revised to reflect updated information about the Strategic Partner program. 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 326 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 13 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 14 ITEM 15. CUSTODY 15 ITEM 16. INVESTMENT DISCRETION 16 ITEM 17. VOTING CLIENT SECURITIES 16 ITEM 18. FINANCIAL INFORMATION 16 IMPORTANT NOTICES TO CLIENTS 17 MI1611_FidServices 326 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 326 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 326 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 326 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 326 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 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 MI1611_FidServices 326 Page 8 of 18  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 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_FidServices 326 Page 9 of 18  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 (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. MI1611_FidServices 326 Page 10 of 18  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. 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. MI1611_FidServices 326 Page 11 of 18  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 majority 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, has a minority ownership interest in 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. 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. MI1611_FidServices 326 Page 12 of 18  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. 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. MI1611_FidServices 326 Page 13 of 18  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 has 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 2025 year, MMLIS received $25,000 from 20 strategic partners or approximately $500,000 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 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. Loan proceeds can also be used to offset client termination fees incurred during account transfer. 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 MI1611_FidServices 326 Page 14 of 18  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. 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. MI1611_FidServices 326 Page 15 of 18  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 326 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 326 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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_FidServices 326 Page 18 of 18 

Part 2A of Form ADV: Brochure Baystate Wealth and NewSquare Capital Co-Advisory Programs MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 1-(800)-542-6767 www.mmlinvestors.com March 31, 2026 This brochure provides information about the qualifications and business practices of MML Investors Services. 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 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. Our firm’s CRD number is 10409. MML Investors Services is a SEC registered investment adviser. Please note that registration does not imply a certain level of skill or training. MF1020 MI1611_Baystate.NewSquare 326 Page 1 of 24  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 March 31, 2025. When required or appropriate, we will also provide clients interim summary updates of material changes to our 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. The following is a summary of material changes to this Firm Brochure since the last annual update of this Firm Brochure on March 28, 2025. March 31, 2026 Update: Item 5 was updated to disclose fee overrides that may be paid to an IA-Rep’s manager or branch office and Item 14 was updated to provide information regarding marketing support and other payments MMLIS receives from Third-Party Advisers. June 30, 2025 Update: Item 4 was updated to reflect changes to NewSquare’s bonus program. March 28, 2025 Update: Item 5 was updated to reflect the conflict of interest that an IA-Rep recommending the use of an Independent Manager, may use an Independent Manager with a low or no fee, in order to negotiate a higher IA-Rep Fee. Item 5 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 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 5 was updated to reflect a new range for the Baystate Manager fee of 0.34% ‒ 0.40%, from the previous set fee of 0.34%. The MMLIS IA-Rep Fee range was updated from 0% ‒ 1.30% to 0% ‒ 1.35% as of April 1, 2025 and the maximum annual total client fee was increased from 1.64% to 1.75%. Item 10 was updated to disclose that clients cannot purchase Invesco common stock in a MMLIS advisory account. Item 13 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. MI1611_Baystate.NewSquare 326 Page 2 of 24  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 8 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 10 ITEM 7. TYPES OF CLIENTS 11 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 11 ITEM 9. DISCIPLINARY INFORMATION 11 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 14 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 16 ITEM 12. BROKERAGE PRACTICES 17 ITEM 13. REVIEW OF ACCOUNTS 17 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 18 ITEM 15. CUSTODY 21 ITEM 16. INVESTMENT DISCRETION 21 ITEM 17. VOTING CLIENT SECURITIES 21 ITEM 18. FINANCIAL INFORMATION 22 IMPORTANT NOTICES TO CLIENTS 23 MI1611_Baystate.NewSquare 326 Page 3 of 24  ITEM 4. ADVISORY BUSINESS 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. 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 represen- tatives 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 programs and services described in detail in this Firm Brochure, MMLIS also offers other advisory programs and services. If you want more information about the other advisory services available through MMLIS, contact your MMLIS investment adviser representative (“IA-Rep”) to receive a similar Form ADV disclosure brochure for those programs and services. Overview of the advisory services offered by MMLIS The Firm makes available to you a number of investment advisory programs and services. This Firm Brochure provides you with information about two advisory programs that are sponsored by third party investment advisers, Baystate Wealth Management, LLC (“Baystate Wealth”) and NewSquare Capital, LLC (“NewSquare”). MMLIS is a co-advisor under these two Third Party Adviser programs (“Co-Adviser Programs”); Baystate Wealth and NewSquare are not affiliated with MMLIS. 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. 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. No specific individualized investment advice regarding investment objectives or investment related needs of the attendees, listeners, or audience is given during seminars. IA-Reps may charge a fee to attend seminars or offer them free of charge. Overview of the Third Party Adviser Programs The Firm offers clients the ability to participate in various Third Party Adviser programs. All Third Party Adviser programs listed below are sponsored by unaffiliated third party investment advisers (“Third Party Advisers”). In determining the appropriateness of a Third Party Adviser 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 Adviser 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; MI1611_Baystate.NewSquare 326 Page 4 of 24  • Except for a few portfolios offering focused strategies in a certain asset class, 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 Adviser Program you choose to apply for, in addition to this Firm Brochure, you will receive from your IA-Rep a Form ADV disclosure brochure 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 Adviser Program Documents”). You should carefully read and understand the Third Party Brochure and the investment management agreement for your selected Third Party Adviser Program. These documents contain important information, including, the benefits, features, risks, costs, fees, and charges associated with the Third Party Adviser Program, and the various investment options available under the program. You should be aware that any description or summary of any particular Third Party Adviser 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 Adviser Program Documents or the Third Party Brochure. You should only rely on the Third Party Adviser 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 Adviser Program description below applies only to that particular Third Party Adviser Program. Your participation in a Third Party Adviser Program is also subject to the Third Party Adviser’s discretion and approval. Baystate Wealth and NewSquare Capital Third Party Adviser Programs: a. Baystate Wealth Program. MMLIS has entered into an agreement with Baystate Wealth Management, LLC (“Baystate Wealth”) to serve as co-advisers to clients in the “Baystate Wealth Program”. Baystate Wealth Management provides fee-based discretionary and non-discretionary investment supervisory services and portfolio management. Assets invested in the Baystate Wealth Program are held at a brokerage account established by the client at Fidelity Institutional Wealth Services (“Fidelity”). Baystate Wealth Management builds model portfolios within the Baystate Wealth Program using a combination of individual stocks and bonds, exchange traded funds (“ETFs”), exchange traded notes (“ETNs”), index funds, fixed income alternatives, mutual funds and alternative managers when appropriate. Their investment advice is customized to fit the risk profile, goals, objectives and other preferences of each individual Client, pursuant to a written Investment Policy Statement (“IPS”) developed with and executed by the Client. Please refer to Baystate Wealth’s Part 2A or Appendix I Wrap Fee Program of Form ADV, as applicable, for additional information regarding their program. Baystate Wealth may recommend that the Client allocate a portion of a Client’s Account(s) among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the Client’s designated investment objective(s). In such situations, the Independent Manager(s) will have day-to-day responsibility for the active discretionary management of the allocated assets. Baystate Wealth will continue to render investment supervisory services to the Client relative to the ongoing monitoring and review of Program Account performance, asset allocation, and Client investment objectives. Baystate Wealth generally considers the following factors when recommending Independent Manager(s): the Client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The Client is under no obligation to engage the services of any Independent Manager. The Client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Baystate Wealth. If the Client determines to engage an Independent Manager, the fees for the Independent Manager may be included pursuant to the Baystate Wrap Fee Program or charged separately on a fully disclosed basis. If an Independent Manager is chosen for the account, please see the Independent Manager’s ADV for a description of fees charged. An IA-Rep may have incentive to use an Independent Manager with a low or no fee, if it creates the opportunity for the IA-Rep to negotiate a higher MMLIS IA-Rep Fee. Please see Item 5 Fees and Compensation for a description of the conflicts of interest and mitigation methods used by MMLIS. MI1611_Baystate.NewSquare 326 Page 5 of 24  Conflict of Interest Regarding Jointly Affiliated Individuals Baystate Wealth was acquired by Mariner, LLC, (“Mariner”) effective January 2, 2024. There are representatives affiliated with Baystate Financial Services (“Baystate Financial”), a financial services firm affiliated with MMLIS, that are also employees or independent contractors of Mariner, LLC. These representatives are not permitted to refer any clients to Baystate Wealth and are not involved in investment management activities of Baystate Wealth. However, the affiliation of Baystate representatives with Mariner creates an incentive for MMLIS IA-Reps affiliated with Baystate Financial to recommend that clients invest in the Baystate Wealth program. MMLIS addresses this conflict through disclosure. Conflict of Interest for MMLIS IA-Reps Regarding Baystate Wealth Incentive Program Baystate Wealth has an incentive plan for MMLIS IA-Reps (referred to as the Platform Fee Reduction Program) in which the Baystate Wealth Manager Fee (“Manager Fee”) will be reduced when assets in all Baystate Wealth accounts serviced by a MMLIS IA-Rep reach certain thresholds between $15 millio n and $75 millio n. If the MMLIS IA-Rep reaches a threshold, the Manager Fee paid to Baystate Wealth on Client’s Account will be reduced by 0.05% to 0.12%, and the IA-Rep Fee paid to the MMLIS IA-Rep will result in a corresponding increase ranging from 0.05% to 0.12%. The reduction in the Manager Fee is applied to all accounts serviced by such MMLIS IA-Rep upon reaching a threshold. The Total Client Fee paid for Client’s Baystate Wealth account does not increase as a result of this incentive plan. This plan creates a conflict of interest and an incentive for your MMLIS IA-Rep to recommend Baystate Wealth over other available advisory programs that may be less expensive and/or result in lower compensation to your MMLIS IA-Rep. This also creates an incentive for a MMLIS IA-Rep to recommend the Client open or maintain an account with Baystate Wealth in order to reduce the Manager Fee and earn additional compensation. MMLIS addresses this conflict through disclosure and maintaining comparable IA-Rep fee ranges among the Baystate Wealth program and other MMLIS advisory programs. b. NewSquare Program. MMLIS has entered into an agreement with NewSquare Capital, LLC (“NewSquare”) to serve as co-advisers to clients in the “NewSquare Program”. Assets invested in the NewSquare Program are held in a brokerage account established by the client at either Schwab Advisor Services (“Schwab”) or at Fidelity Brokerage Services, LLC (“Fidelity”), which uses National Financial Services, LLC (“NFS”). Each of Schwab and Fidelity/NFS serve as a clearing firm and custodian for NewSquare Program accounts. Please refer to the NewSquare Form ADV Part 2A for additional information on clearing and custody arrangements for the NewSquare Program. The Program portfolios consist of ETFs, individual equity securities or individual fixed income securities recommended by NewSquare Capital. Most of the portfolios are built with low–cost, passive ETFs. NewSquare provides on going discretionary management of accounts in the Program. Based on the client’s responses to a questionnaire, portfolios are recommended by NewSquare that are designed to meet the client’s investment objectives, financial goals, and risk tolerance. The Program provides investment management services through a range of strategies that include portfolios tailored for income, risk managed growth and wealth preservation designed, structured and managed by NewSquare. Please refer to NewSquare’s Part 2A or Appendix I Wrap Fee Program of Form ADV, as applicable, for additional information regarding their program. NewSquare may recommend that the Client allocate a portion of a Client’s Account(s) among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the Client’s designated investment objective(s). In such situations, the Independent Manager(s) will have day-to-day responsibility for the active discretionary management of the allocated assets. NewSquare will continue to render investment supervisory services to the Client relative to the ongoing monitoring and review of Program Account performance, asset allocation, and Client investment objectives. NewSquare generally considers the following factors when recommending Independent Manager(s): the Client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The Client is under no obligation to engage the services of any Independent Manager. The Client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from NewSquare. If the Client determines to engage an Independent Manager, the fees for the Independent Manager may be included pursuant to the NewSquare Wrap Fee Program or charged separately on a fully disclosed basis. If an Independent Manager is chosen for the account, please see the Independent Manager’s MI1611_Baystate.NewSquare 326 Page 6 of 24  ADV for a description of fees charged. An IA-Rep may have incentive to use an Independent Manager with a low or no fee, if it creates the opportunity for the IA-Rep to negotiate a higher MMLIS IA-Rep Fee. Please see Item 5 Fees and Compensation for a description of the conflicts of interest and mitigation methods used by MMLIS. Conflict of Interest Regarding Affiliated Ownership and Bonus Program Joseph Naselli, Sr. is an owner of NewSquare. Mr. Naselli’s son, Francis Naselli, is a managing partner of Creative Financial Group, a financial services firm affiliated with MMLIS. MMLIS IA-Reps affiliated with Creative Financial Group can recommend that clients invest in the NewSquare program. In addition, certain MMLIS IA-Reps affiliated with Creative Financial Group own “sale of the company” incentive units (the “Units”). The Units provide eligible MMLIS IA-Reps with non-voting, company liquidation participation units upon the sale of NewSquare or the IA-Rep’s death, disability, or retirement. MMLIS IA-Reps that have placed more than $4 million and less than $25 million with NewSquare are eligible to receive bonuses from NewSquare if the amount of assets invested by their clients with NewSquare increases by a certain percentage each calendar year. If the increase exceeds a certain threshold, the rate used to calculate the IA-Rep’s bonus will be larger. Certain MMLIS IA-Reps that have placed in excess of $25 millio n with NewSquare also receive a higher portion of the total client fee for certain client advisory accounts. NewSquare, from time to time, provides additional benefits to the MMLIS IA-Reps which also creates a conflict of interest for such IA-Reps to recommend the NewSquare program over other available advisory programs. The benefits can include occasional business entertainment including meals, invitations to sporting events, and other forms of entertainment, some of which can accompany educational opportunities or guest speaker events. The Units, the additional bonus and fee compensation to eligible IA-Reps and other benefits provided by NewSquare, as well as the affiliated ownership of NewSquare and Creative Financial Group, creates conflicts of interest and incentives for MMLIS IA-Reps to recommend that clients invest in the NewSquare program instead of other MMLIS advisory programs. These incentives and conflicts of interest apply to both the initial recommendation to open an Account in the Program and to make subsequent contributions to such Account. MMLIS addresses this conflict through disclosure to clients. NewSquare Schwab Charitable Donor Advised Fund Service NewSquare offers the Schwab Charitable Donor Advised Fund service. A client (“Donor”) may elect to utilize this service to make irrevocable donations to the Schwab Charitable Fund (“Schwab Charitable”), an independent nonprofit organization, and may be able to use such donations as tax deductions. Donors should refer to the Schwab Charitable policies and guidelines, as well as their Schwab Charitable application for additional information regarding establishing a donor-advised account with Schwab Charitable. Assets donated to Schwab Charitable through this service may be invested in the NewSquare Program and managed accordingly by NewSquare and MMLIS. Please refer to Item 5 of this brochure for fees and expenses associated with the NewSquare Program. A separate administrative fee is also charged by Schwab Charitable for this service which is administered and collected by Schwab Charitable. *  *  * Clients may impose reasonable restrictions on accounts in the Baystate and NewSquare programs described in this brochure. As of December 31, 2025, MMLIS’ assets under management (for all advisory programs, including those discussed in this Brochure) were: Discretionary: $70,673,328,452.08 Non-Discretionary: $44,964,910,778.91 Total: $115,638,239,230.99 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 MI1611_Baystate.NewSquare 326 Page 7 of 24  (“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. MMLIS does not have discretion or provide ongoing portfolio management services for the Baystate Wealth and NewSquare advisory programs as such programs are sponsored by other investment advisers. Ongoing portfolio management services are provided by the Baystate Wealth and NewSquare as detailed in Item 4 and the respective adviser’s disclosure documents. MMLIS, in its discretion may allow beneficiaries of existing accounts to open accounts in certain asset management programs to continue the services. ITEM 5. FEES AND COMPENSATION The specific manner in which advisory fees are charged by the Firm for each Co-Adviser Program listed in Item 4 above is established in a written agreement between the client, the Firm and the Third Party Adviser. Please refer to the applicable Third Party Adviser Brochure and the investment management agreement between the client, the Firm and the Third Party Adviser for details on how such Third Party Adviser charges fees to the client under such Co-Adviser Program. Where the fees charged under the Co-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 the Co-Adviser 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 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 Programs. For instance, if the Co-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. Other costs that may be assessed include spreads paid to market-makers and exchange fees, among others. In general, the client pays charges to the account custodian and/or clearing firm for various account services such as maintenance, termination, and/or wire transfers. Please refer to the disclosure documents of the custodian and/or clearing firm for additional information, as well as the applicable disclosure brochures of the Third Party Adviser. The client should review the applicable Third Party Adviser disclosure brochure for a description of all fees and charges that the Third Party Adviser may assess for their respective Co-Adviser Programs. To the extent that assets used for participation in a Co-Adviser Programs 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. MI1611_Baystate.NewSquare 326 Page 8 of 24  The following section contains a general description of the compensation received by the Firm and the Third Party Advisers for the Baystate Wealth and NewSquare Co-Advisory Programs. Baystate Wealth Program. Clients invested in the Baystate Wealth Program pay an annual, single fee (“Total Client Fee”) which includes advisory, operational, maintenance and administrative services provided by Baystate Wealth and MMLIS, as well as the custodial and brokerage services provided by Fidelity. The Total Client Fee is negotiable and comprised of a “Manager Fee” paid to Baystate Wealth and a “MMLIS IA-Rep Fee” paid to the MMLIS IA-Rep. If a client engages an Independent Manager for their account, a separate subadvisor fee can also apply, depending on whether the Independent Manager charges a subadvisor fee. Please see the Independent Manager’s Form ADV for a description of fees charged. Differences in fees for Independent Managers, or the absence of such fees, create a conflict of interest as such differences provide an opportunity for an IA-Rep to recommend or choose an Independent Manager that charges a lower fee or no fee, if the IA-Rep believes a lower Independent Manager fee will allow the IA-Rep to negotiate a higher MMLIS IA-Rep Fee. The IA-Rep also has an incentive to forego the use of an Independent Manager, even if it is not in the best interest of the Client, in order to negotiate a higher MMLIS IA-Rep Fee. The ability of the IA-Rep to negotiate a higher MMLIS IA-Rep Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. This conflict of interest is addressed by disclosure to the Client. The final net compensation received by the IA-Rep may be subject to additional adjustments of fees between the IA-Rep and MMLIS. MMLIS may pay a portion of the IA-Rep Fee to the IA-Rep’s manager or branch office. 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. By agreement, Baystate Wealth may treat members of a family as a single Client for billing, allocation and other purposes. IA-Rep managers may receive a bonus for certain newly licensed Series 7 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 addresses this conflict by not paying any portion of this bonus to the IA-Rep and by disclosing it the Client. The Total Client Fee consists of a “Manager Fee” which can range from 0.34% - 0.40% (subject to exceptions made at the discretion of Baystate Wealth) paid to Baystate Wealth and a MMLIS IA-Rep Fee, ranging from 0% - 1.35%. Prior to April 1, 2025, the range of the MMLIS IA-Rep Fee was 0% - 1.30%. Please note that the IA-Rep Fee may exceed 1.35% if an IA-Rep meets certain thresholds under the Baystate Wealth Incentive Plan described above under Item 4 of this brochure. Nothwithstanding the Baystate Wealth Incentive Plan, the maximum annual Total Client Fee is 1.75%. Clients invested in the Baystate Wealth Program may select one of the following fee structures for their account: Advisory Fee Plus: Under the “Advisory Fee Plus” option, in addition to the Total Client Fee, the Client will be charged separately for any transactional and other brokerage fees and costs incurred in connection with the management of their account pursuant to the then current fee schedule provided by Fidelity. The transactional and other costs are deducted directly from the Account. Baystate Wealth, MMLIS, and the MMLIS IA-Reps do not receive any portion of the transactional fees and costs paid to Fidelity. Advisory Fee One: Under the “Advisory Fee One” option, the Client will only pay one fee, the Total Client Fee, which will include any transactional and other brokerage fees and costs related to the management of their account. Under Advisory Fee One, the Client will not pay separate or additional transactional or other brokerage fees or costs. NewSquare Program. Clients invested in the NewSquare Program pay an annual, single fee (“Total Client Fee”) which includes advisory, operational, maintenance and administrative services provided by NewSquare and MMLIS, as well as the custodial and brokerage services provided by Schwab or Fidelity/NFS. The Total Client Fee is negotiable between the Client and IA-Rep and comprised of a “Manager Fee” paid to NewSquare, a “MMLIS IA-Rep Fee” paid to the MMLIS IA-Rep, and an administrative fee paid to MMLIS. If a client engages an Independent Manager for their account, a separate subadvisor fee can also apply, depending on whether the Independent Manager charges a subadvisor fee. Please see the Independent Manager’s Form ADV for a description of fees charged. Differences in fees for Independent Managers, or the absence of such fees, create a conflict of interest as such differences provide an opportunity for an IA-Rep to recommend or choose an Independent Manager that charges a lower fee or no fee, if the IA-Rep believes a lower Independent Manager fee will allow the IA-Rep to negotiate a higher MMLIS IA-Rep Fee. The MI1611_Baystate.NewSquare 326 Page 9 of 24  IA-Rep also has an incentive to forego the use of an Independent Manager, even if it is not in the best interest of the Client, in order to negotiate a higher MMLIS IA-Rep Fee. The ability of the IA-Rep to negotiate a higher MMLIS IA-Rep Fee in these circumstances also provides a financial benefit to MMLIS, which retains a portion of the fee. This conflict of interest is addressed by disclosure to the Client. The final net compensation received by the IA-Rep may be 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. At the discretion of NewSquare management, certain multiple family accounts may be householded and combined for fee purposes. 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 Clients. The MMLIS administrative fee creates an incentive for MMLIS to make the NewSquare Program available to Clients and to recommend the NewSquare Program to Clients over programs that do not have an administrative fee. MMLIS addresses this conflict of interest by disclosure to Clients and by not sharing the administrative fee with IA-Reps. In addition, the NewSquare Program may be more expensive for Clients than other programs that do not have an administrative fee. For accounts in the NewSquare Program opened prior to July 1, 2020, the Total Client Fee consists of a “Manager Fee” paid to NewSquare generally ranging from 0.35% - 0.65% depending on the asset allocation or investment strategy selected, and a MMLIS IA-Rep Fee ranging from 0% - 1.40%. The maximum annual Total Client Fee is 1.75%. NewSquare retains its Manager Fee portion of the Total Client Fee and remits the remaining IA-Rep Fee to MMLIS. As noted above, the final net compensation received by the IA-Rep may be subject to additional adjustments of fees between the IA-Rep and MMLIS. After MMLIS has made payments to its IA-Reps, MMLIS returns a pre-negotiated portion of the remaining IA-Rep Fee to NewSquare. For accounts in the NewSquare Program opened on or after July 1, 2020, the Total Client Fee consists of a “Manager Fee” paid to NewSquare generally ranging from 0.35% - 0.65% depending on the asset allocation or investment strategy selected, a MMLIS IA-Rep Fee ranging from 0% - 1.35%, and a MMLIS tiered administrative fee of 0.05% on assets in the account up to $1,000,000 and 0.02% on assets in the account in excess of $1,000,000. The maximum annual Total Client Fee is 1.75%. NewSquare retains its Manager Fee portion of the Total Client Fee and remits the remaining IA-Rep Fee to MMLIS. As previously described, the final net compensation received by the IA-Rep may be subject to additional adjustments of fees between the IA-Rep and MMLIS. Additional Information Regarding Fees The Total Client Fee for the above Co-Adviser Programs does not include certain other fees and charges such as any fees imposed by the Securities and Exchange Commission, wire transfer fees, fees resulting from any special requests that client may have, fees or commissions for securities transactions (including without limitation dealer markups or mark-downs) effected through any broker-dealer other than the program custodian (“Custodian’) or costs associated with temporary investment of client funds in a money market bank sweep account or mutual fund. In addition to the program fee, if applicable, the Custodian will charge the client additional miscellaneous fees (e.g., ACAT fees, IRA maintenance fees). Such fees are disclosed in the Custodian fee schedule for brokerage accounts. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT This Item is not applicable to MMLIS. MI1611_Baystate.NewSquare 326 Page 10 of 24  ITEM 7. TYPES OF CLIENTS Depending on the particular program, MMLIS generally provides advice to individuals, high net worth individuals, trusts, estates, endowments and foundations, business entities and/or qualified plans. Minimum Account Size For Co-Adviser Programs • For Baystate Wealth Program, the minimum is $250,000 aggregated by family; however a lower minimum may be accepted per the discretion of Baystate Wealth Management. • For the NewSquare Program, the minimum account size is generally $25,000 for a Strategic Portfolio, $50,000 for Macro, Relative Strength, ETF Taxable Bond, ETF Tax Exempt and Total Return ETF Portfolios, $100,000 for the Schwab Personalized Indexing® $200,000 for the Dividend Focus Portfolios, $250,000 for Relative Strength Individual Equity Growth, Relative Strength Individual Equity Dividend, and First Trust Direct Indexing Solution and $500,000 for the Individual Taxable, Individual Tax Exempt Bond Portfolios, and First Trust Investment Solutions Custom Option Solutions. A lower minimum may be accepted at NewSquare Capital’s discretion. For additional information regarding minimum investments in the above Co-Adviser Programs please review the respective Third-Party Adviser Brochure. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS The Co-Adviser Programs described in this Firm Brochure are created and maintained solely by Third Party Advisers. Client assets in the Co-adviser Programs are invested solely by such Third Party Advisers based on their proprietary investment strategies and analyses in accordance with the model portfolio selected by the client. Client should carefully review Item 8 of the applicable Third Party Adviser’s Brochure(s). Clients should understand that investing in either of the Co-Adviser Programs described in this Firm Brochure involve risks that clients should be prepared to bear. ITEM 9. DISCIPLINARY INFORMATION 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 MI1611_Baystate.NewSquare 326 Page 11 of 24  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 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. MI1611_Baystate.NewSquare 326 Page 12 of 24  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 (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. MI1611_Baystate.NewSquare 326 Page 13 of 24  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 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 are 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 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 can 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 can 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_Baystate.NewSquare 326 Page 14 of 24  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 are 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 and Society of Grownups, 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’ RRs are all licensed to sell securities and can 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 can recommend these mutual funds to clients in its broker-dealer or investment adviser capacity. MassMutual Holding LLC is the majority 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 can 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 creates a conflict of interest between the Firm and advisory clients. 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 addressed by disclosing it to clients. Affiliated Funds are ineligible Investment Options for qualified plan accounts and IRAs. MassMutual, directly and/or through one or more of its affiliates, has a minority ownership interest in, 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, can 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. MI1611_Baystate.NewSquare 326 Page 15 of 24  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 can 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. 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 Clients, and supervising referrals for compliance with its fiduciary duty to Clients. 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. The Firm as a broker-dealer does not receive 12b-1 fees or other distribution fees in connection with the offering of mutual funds in the Baystate and NewSquare Programs. Certain IA-Reps of the Firm can also be affiliated with and provide investment advisory services through an investment adviser that is not affiliated with the Firm (“Third Party Adviser”). In that respect, such IA-Reps can 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 can 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 can differ materially from the programs made available by the Firm, the IA-Reps have an incentive to recommend an investment advisory program that offers them the greatest compensation potential. As previously discussed, 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 compensation paid to IA-Reps. MMLIS also has an incentive program where an IA-Rep will receive an additional percentage of the compensation paid to MMLIS if the total assets clients have invested through certain advisory programs reach certain thresholds. This creates an incentive for IA-Reps to recommend these programs to clients over other programs or services. The Firm addresses this conflict by disclosing it to clients, suitability reviews of recommended securities and other products and through supervision of the IA-Reps. 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. 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 MI1611_Baystate.NewSquare 326 Page 16 of 24  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 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 Program that you have selected. The Firm and the IA-Reps do not independently review, screen or appoint custodians for the Co-Adviser Programs. 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 can 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 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. ITEM 13. REVIEW OF ACCOUNTS 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 MI1611_Baystate.NewSquare 326 Page 17 of 24  Program account. Changes conveyed by the client will be forwarded by the Firm to the applicable Third Party Adviser. 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 be subject to market risk without advisory guidance. The client would bear sole responsibility for making any changes to the portfolio. The Firm and its IA-Reps do not review client accounts established under the Co-Adviser Programs. Please refer to the investment management agreement between the Third Party Adviser, the Firm and the client for details about the role and responsibility of the Firm and its IA-Reps under each Co-Adviser Program. Please refer to Item 13 of the applicable Third Party Brochure to review the Third Party Adviser’s account review obligations and practices. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION Other Compensation and Conflicts of Interest Relating to the Co-Adviser Programs Baystate Wealth Baystate Wealth was acquired by Mariner, LLC, effective January 2, 2024. There are representatives affiliated with Baystate Financial, a financial services firm affiliated with MMLIS. MMLIS IA-Reps affiliated with Baystate Financial may recommend that clients invest in the Baystate Wealth program. In addition, certain other MMLIS representatives affiliated with Baystate Financial are also employees or independent contractors of Mariner, LLC. These representatives are not permitted to refer any clients to Baystate Wealth and are not involved in investment management activities of Baystate Wealth. These joint affiliations create a conflict of interest and incentive for MMLIS IA-Reps affiliated with Baystate Financial to recommend that clients invest in the Baystate Wealth program instead of other MMLIS advisory programs. MMLIS addresses this conflict through disclosure. Baystate Wealth has an incentive plan for MMLIS IA-Reps which may increase the IA-Rep paid on Baystate Wealth accounts from 0.05% - 0.12% basis points when assets in all Baystate Wealth accounts serviced by a MMLIS IA-Rep reach certain thresholds between $15 millio n and $75 millio n. This plan creates a conflict of interest and incentive for MMLIS IA-Reps to recommend Baystate Wealth over other available advisory programs that may be less expensive and or result in lower compensation to your MMLIS IA-Rep. This also creates an incentive for a MMLIS IA-Rep to recommend Client open or maintain an account with Baystate Wealth in order to reduce the Manager Fee and earn additional compensation. Please refer to Item 4 of this brochure for additional information regarding the Baystate Wealth incentive plan. MMLIS addresses this conflict through disclosure and maintaining comparable IA-Rep fee ranges among the Baystate Wealth program and other MMLIS advisory programs. NewSquare Joseph Naselli, Sr. is an owner of NewSquare. Mr. Naselli’s son, Francis Naselli, is a managing partner of Creative Financial Group, a financial services firm affiliated with MMLIS. MMLIS IA-Reps affiliated with Creative Financial Group can recommend that clients invest in the NewSquare program. In addition, certain MMLIS IA-Reps affiliated with Creative Financial Group own “sale of the company” incentive units (the “Units”). The Units provide eligible MMLIS IA-Reps with non-voting, company liquidation participation units upon the sale of NewSquare or the IA-Rep’s death, disability, or retirement. Certain MMLIS IA-Reps that have placed in excess of $25 millio n with NewSquare also receive a higher portion of the total client fee for certain client advisory accounts. NewSquare, from time to time, provides additional benefits to the MMLIS IA-Reps which also creates a conflict of interest for such IA-Reps to recommend the NewSquare program over other available advisory programs. The benefits can include occasional business entertainment including meals, invitations to sporting events, and other forms of entertainment, some of which can accompany educational opportunities or guest speaker events. The Units, the additional fee compensation to eligible IA-Reps and other benefits provided by NewSquare, as well as the affiliated ownership of NewSquare and Creative Financial Group, creates conflicts of interest and incentives for MMLIS IA-Reps to recommend that clients invest in the NewSquare program instead of MI1611_Baystate.NewSquare 326 Page 18 of 24  other MMLIS advisory programs. These incentives and conflicts of interest apply to both the initial recommendation to open an Account in the Program and to make subsequent contributions to such Account. MMLIS addresses this conflict through disclosure to clients. Additional Information Regarding Client Referrals and Other Compensation to MMLIS Marketing Support from NewSquare Capital NewSquare Capital makes quarterly payments to MMLIS to provide financial support for Creative Financial Group regarding administrative, educational, marketing and distribution efforts by MMLIS IA-Reps and to facilitate their knowledge of the marketplace and NewSquare products. The payments from NewSquare to MMLIS are based on an annual percentage of non-qualified assets invested in the NewSquare program, and are made in quarterly installments. MMLIS received less than $350,000 in payments from NewSquare in 2025. These payments create a conflict of interest and incentive for MMLIS IA-Reps and MMLIS to promote and recommend the NewSquare program over other advisory programs offered by MMLIS. 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 can 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. Certain of the Third Party Advisers not described in this Firm Brochure with whom the Firm has a relationship with have in the past year and are expected to continue to pay the Firm an additional payment based on the dollar value of assets contributed by the Firm’s clients or a negotiated amount or other formula. This additional payment is paid directly to the Firm from the Third Party Advisers’ own assets and therefore does 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 a Third Party Adviser in which such additional payments are made over another in which such payments are not made or are not as large. The Firm generally uses the funds received through these arrangements to offset its expenses associated with conducting due diligence on the Third Party Adviser or the Third Party Program, marketing, and training IA-Reps on the Third Party Adviser or the Third Party Program, or for other business purposes. In 2025, no Third Party Adviser paid more than $1.8 millio n to the Firm. 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 possibility of receiving incentive awards creates a conflict of interest to favor certain programs or services over others when making recommendations. MMLIS addresses this conflict of interest by disclosing it to clients, suitability reviews of recommended securities and other products and through supervision of the IA-Reps. Referral Arrangements The Firm may enter into referral arrangements with third parties (“Promoters” or “Solicitors”) who will receive compensation from the Firm for referring prospective investment advisory clients to the Firm. Where required by applicable 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 copies of a separate disclosure statement from 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 MI1611_Baystate.NewSquare 326 Page 19 of 24  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 referral arrangements, a Solicitor may introduce 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 clients on behalf of the Firm or the IA-Reps. Additional information about these arrangements, including the relationship between the Solicitor and the Firm, the role of the Solicitor and any compensation that the Firm pays to the Solicitor for introducing prospective clients, is outlined in the separate solicitor disclosure statement referenced above. The Solicitor will provide the solicitor’s disclosure statement to prospective clients before they are introduced to the Firm or an IA-Rep. MMLIS, in its capacity as 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 as 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 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. Other Information 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 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 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 the Firm and its affiliates and/or to continue to qualify for certain compensation arrangements described above. 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. 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. MI1611_Baystate.NewSquare 326 Page 20 of 24  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 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/or 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 the Programs 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 the Programs over other non-qualifying investments, and make additional investments in the Programs in order to meet such asset and/or 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. ITEM 15. CUSTODY MMLIS does not maintain physical custody of client assets under the Program, 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. 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 Co-Adviser Program, respectively. Performance reports are not official account statements of the Co-Adviser 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 Adviser’s Brochure 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 either of the Co-Adviser Programs described in this Firm Brochure. Please refer to Item 16 (or other applicable section(s)) of the Third Party Adviser’s Brochure 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 either of the Co-Adviser Programs described in this Firm Brochure. Please refer to Item 17 of the Third Party Adviser’s Brochure 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 either of the Co-Adviser Programs. MI1611_Baystate.NewSquare 326 Page 21 of 24  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 Adviser’s Brochure for any disclosures that the Third Party Adviser may make under this item. MI1611_Baystate.NewSquare 326 Page 22 of 24  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_Baystate.NewSquare 326 Page 23 of 24  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. . © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_Baystate.NewSquare 326 Page 24 of 24 

Third Party Programs Disclosure Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 www.mmlinvestors.com March 31, 2026 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 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 326 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, 2025. 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. 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. March 31, 2026 Update: Item 5 was updated to provide additional information about the Advisory Fee and the flexibility IA-Reps have to charge different fees. Item 14 was updated to disclose updated information about MMLIS’ Strategic Partner and Conference Partner programs. 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 326 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 29 ITEM 16. INVESTMENT DISCRETION 30 ITEM 17. VOTING CLIENT SECURITIES 30 ITEM 18. FINANCIAL INFORMATION 30 IMPORTANT NOTICES TO CLIENTS 31 MI1611_ThirdParty 326 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 326 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 326 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, 2025, MMLIS’ assets under management (for all advisory programs, including the Co-Adviser/ Adviser Programs) were: Discretionary $70,673,328,452.08 Non-Discretionary $44,964,910,778.91 Total $115,638,239,230.99 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 326 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. 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. MI1611_ThirdParty 326 Page 7 of 32  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 IA-Rep 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. The Firm will forward 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. MI1611_ThirdParty 326 Page 8 of 32  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 (the “Client Fee”) 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-Reps and MMLIS can provide investment advisory and/or brokerage services for individual participant SDBA accounts. MMLIS and IA-Reps have a conflict to recommend or select SDBA options to Plan Sponsors and to plan participants as MMLIS and IA-Reps 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. The Client Fee includes an negotiable Advisory Fee that is negotiable. 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 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. MI1611_ThirdParty 326 Page 9 of 32  Some IA-Reps apply a custom fee schedule to the Advisory Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the Advisory Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted, regardless of whether your IA-Rep utilizes a custom fee schedule, the Advisory Fee is negotiable up to 1.54%. 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 326 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 326 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 326 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 326 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 326 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. 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 MI1611_ThirdParty 326 Page 15 of 32  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. 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 MI1611_ThirdParty 326 Page 16 of 32  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 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. MI1611_ThirdParty 326 Page 17 of 32  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 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 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 MI1611_ThirdParty 326 Page 18 of 32  $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 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 MI1611_ThirdParty 326 Page 19 of 32  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 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. MI1611_ThirdParty 326 Page 20 of 32  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. 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 majority 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 MI1611_ThirdParty 326 Page 21 of 32  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, has a minority ownership interest in 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. 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. MI1611_ThirdParty 326 Page 22 of 32  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. MMLIS has entered into a referral agreement with Bull Harbor Capital, LLC (“BHC”) where MMLIS IA-Reps may refer clients to BHC for the provision of advisory services. MMLIS is not an affiliate of BHC. Lloyd Palmateer is an indirect majority owner and Chief Executive Officer of BHC, and is also the Chief Executive Officer and a Principal of First Financial Group (“FFG”), a financial services firm located in Bethesda, Maryland. Sean Joiner is an indirect minority owner and President of BHC, and the President of FFG. Mr. Palmateer and Mr. Joiner are both MMLIS IA-Reps. Mr. Palmateer’s and Mr. Joiner’s ownership interest in BHC creates a conflict of interest and an incentive for MMLIS IA-Reps affiliated with FFG to refer clients to BHC over other investment offerings available to them. 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 MI1611_ThirdParty 326 Page 23 of 32  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. 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 MI1611_ThirdParty 326 Page 24 of 32  • 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 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. MI1611_ThirdParty 326 Page 25 of 32  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’ 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_ThirdParty 326 Page 26 of 32  In 2025, 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 2026. 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 selects a tier and the fee that they pay determines which conferences and training programs Conference Partners participate in and the level of access they receive. In 2025, MMLIS received $175,000 from Morningstar, and $100,000 LMCG, in connection with the Conference Partner Program. These Conference Partners are expected to make similar or larger payments in 2026. MMLIS also received an annual conference credit of $150,000 from National Financial Services LLC and expects to receive a similar payment in 2026. 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. 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 MI1611_ThirdParty 326 Page 27 of 32  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. 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 MI1611_ThirdParty 326 Page 28 of 32  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. 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 MI1611_ThirdParty 326 Page 29 of 32  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 326 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 326 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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_ThirdParty 326 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 www.mmlinvestors.com March 31, 2026 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. 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 326 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. March 31, 2026 Update: Item 4 was updated to disclose i) the availability of Strategist, Fortis Capital Advisors LLC, ii) that clients have a responsibility to monitor the amount of all deposit accounts for determining FDIC coverage available for deposit accounts at MMLIS, iii) conflicts of interest regarding fee arrangements with Fortis Capital Advisors LLC and iv) additional information about the Advisory Fee and the flexibility IA-Reps have to charge different fees. Item 9 was updated to include information regarding i) the possible reimbursement of fees incurred in connection with transferring an account to MMLIS and related conflicts of interest, ii) updated information about MMLIS’ Strategic Partner and Conference Partner programs and similar arrangements and revenue arrangements with alternative fund providers, and iii) fees MMLIS pays to Envestnet and related conflicts of interest. 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 326 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 24 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 25 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS 26 ITEM 9. ADDITIONAL INFORMATION 26 IMPORTANT NOTICES TO CLIENTS 49 MI1611_PortfolioSolutions 326 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 326 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. Fortis Capital Advisors LLC (“Fortis Capital”) — Fortis Capital Advisors LLC, is a registered investment adviser owned by Felix Malitsky. Mr. Malitsky is the managing member and principal of Fortis Lux, a financial services firm affiliated with MMLIS. MMLIS and a MMLIS IA-Rep, Michael Luftman, serve as sub-adviser of the Fortis Capital models, providing all portfolio management and investment selection for the models. The Strategist Fee for the Fortis Capital models is paid to Fortis Capital. Fortis Capital pays MMLIS a sub-advisory fee which equals all or nearly all of the Strategist Fee. MMLIS retains a portion of this sub-advisor fee and pays the remaining amount to the MMLIS IA-Rep, Mr. Luftman. Mr. Luftman and Fortis Capital each have an ownership interest in an LLC that receives revenues for the Fortis Capital models (i.e., the MMLIS sub-advisory fee). This creates a conflict of interest and incentive for the Fortis Lux firm, Malitsky, and MMLIS to encourage MMLIS IA-Reps and customers to invest in Fortis Capital models over 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. 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 MI1611_PortfolioSolutions 326 Page 5 of 50  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. The MMLIS Models and MMLIS Strategist Models can be available with different names when they are offered by IA-Reps affiliated with certain MMLIS firms or agencies. The name of the MMLIS Model and MMLIS Strategist Model can indicate the name of the agency the IA-Rep is affiliated with (“Agency Named Models”). Notwithstanding the use of the MMLIS firm or agency marketing name, Agency Named Models are created and maintained by the MMLIS WMIT or MMLIS Strategist, as applicable. MMLIS may split the Strategist Fee for Agency Named Models 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 MI1611_PortfolioSolutions 326 Page 6 of 50  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 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 MI1611_PortfolioSolutions 326 Page 7 of 50  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 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 MI1611_PortfolioSolutions 326 Page 8 of 50  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 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. MI1611_PortfolioSolutions 326 Page 9 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 10 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 11 of 50  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 4). 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). The client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program. 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 the 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 MI1611_PortfolioSolutions 326 Page 12 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 13 of 50  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, 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. MI1611_PortfolioSolutions 326 Page 14 of 50  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. • 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. MI1611_PortfolioSolutions 326 Page 15 of 50  • 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. 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 MI1611_PortfolioSolutions 326 Page 16 of 50  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. 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. If a Fortis Capital model is selected for client’s Account, the Strategist Fee is paid to Fortis Capital. Fortis Capital pays MMLIS a sub-advisory fee which equals all or nearly all of the Strategist Fee for the models. MMLIS will retain a portion of this sub-advisory fee and pay the remaining amount to the MMLIS IA-Rep, Mr. Luftman, as described under Item 4. As a result, and due to the ownership interest in Fortis Capital by Mr. Malitsky, as well as ownership interest of Mr. Malitsky and Mr. Luftman in the separate LLC described under Item 4, IA-Reps have a conflict of interest and incentive to recommend the Fortis Capital models 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 recommending a model to clients do not receive any more or less compensation for recommending a Fortis Capital model for client’s Account over a MMLIS WMIT, MMLIS Strategist, Third Party Strategists or unaffiliated money managers in other MMLIS advisory programs. 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 MI1611_PortfolioSolutions 326 Page 17 of 50  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. Advisory 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. Some IA-Reps apply a custom fee schedule to the Advisory Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the Advisory Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted above, regardless of whether your IA-Rep utilizes a custom fee schedule, the Advisory Fee is negotiable up to 1.54%. 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 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. MI1611_PortfolioSolutions 326 Page 18 of 50  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, 2026). 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 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 MI1611_PortfolioSolutions 326 Page 19 of 50  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 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. MI1611_PortfolioSolutions 326 Page 20 of 50  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. 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_PortfolioSolutions 326 Page 21 of 50  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. 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_PortfolioSolutions 326 Page 22 of 50  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 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. MI1611_PortfolioSolutions 326 Page 23 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 24 of 50  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. 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 MI1611_PortfolioSolutions 326 Page 25 of 50  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 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 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 MI1611_PortfolioSolutions 326 Page 26 of 50  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 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 MI1611_PortfolioSolutions 326 Page 27 of 50  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. 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 MI1611_PortfolioSolutions 326 Page 28 of 50  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 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 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 MI1611_PortfolioSolutions 326 Page 29 of 50  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 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. MI1611_PortfolioSolutions 326 Page 30 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 31 of 50  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 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 MI1611_PortfolioSolutions 326 Page 32 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 33 of 50  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 majority 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. MI1611_PortfolioSolutions 326 Page 34 of 50  MassMutual, directly and/or through one or more of its affiliates, has a minority ownership interest in 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. 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 MI1611_PortfolioSolutions 326 Page 35 of 50  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 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. MI1611_PortfolioSolutions 326 Page 36 of 50  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 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. MMLIS may reimburse clients of new IA-Reps who transfer their accounts to MMLIS for fees incurred in connection with the transfer. The reimbursement only applies to accounts transferred to an account for which MMLIS serves as the broker-dealer and are custodied with NFS (including accounts in the Program). This creates an incentive for IA-Reps to MI1611_PortfolioSolutions 326 Page 37 of 50  recommend accounts for which MMLIS serves as the broker-dealer and are custodied with NFS (including an account in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. The reimbursement also creates an incentive for clients of experienced recruits to transfer their assets to such accounts (including accounts in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommen- dations for compliance with its fiduciary duty to you. 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_PortfolioSolutions 326 Page 38 of 50  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. 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. MI1611_PortfolioSolutions 326 Page 39 of 50  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. If a Fortis Capital model is selected for client’s Account, the Strategist Fee is paid to Fortis Capital. Fortis Capital pays MMLIS a sub-advisory fee which equals all or nearly all of the Strategist Fee for the models. MMLIS will retain a portion of this sub-advisory fee and pay the remaining amount to the MMLIS IA-Rep, Mr. Luftman, as described under Item 4. As a result, and due to the ownership interest in Fortis Capital by Mr. Malitsky, as well as ownership interest of Mr. Malitsky and Mr. Luftman in the separate LLC described under Item 4, IA-Reps have a conflict of interest and incentive to recommend the Fortis Capital models 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 recommending a model to clients do not receive any more or less compensation for recommending a Fortis Capital model for client’s Account over a MMLIS WMIT, MMLIS Strategist, Third Party Strategists or unaffiliated money managers in other MMLIS advisory programs. 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 MI1611_PortfolioSolutions 326 Page 40 of 50  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 2025, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: Capital Group, BlackRock, Brinker Capital, Invesco, Fidelity, and BNY Mellon, 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. These Strategic Partners are expected to make similar or larger payments in 2026. 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. 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 MI1611_PortfolioSolutions 326 Page 41 of 50  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 2025, 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, Blue Owl, Clark Capital, iCapital, LMCG, MDS Energy, Pacer, PIMCO, Russell Investments, SEI, State Street, Stepstone, Symmetry, Goldman Sachs, Envestnet, and CAIS. The amount of payments from these Conference Partners ranged from $50,000 to $250,000. 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 $125,000 to $275,000 in 2026. 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 2025, 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 2026. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2026. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2025, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Brighthouse, Equitable, Allianz, Lincoln Financial, Pacific Life, Nationwide, Prudential, Corebridge Financial, Transamerica, and Protective. No company paid more than $5.25 million. These variable annuity issuers are expected to make similar or larger payments in 2026. 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. Fund providers can pay for advisor level data on fund assets held through MMLIS’s custodian, NFS. The fixed fee paid by the fund providers is tiered, based on the level of data purchased, not on the asset levels of that fund provider, with the exception of some alternative fund providers. Providers of alternative fund investments, such as private placements, private equity, hedge funds, exchange funds, real estate funds or interval and tender funds, that participate in revenue sharing with MMLIS receive a basic tier package and can upgrade to an higher tier by paying the difference between the tier package price and the amount of revenue share paid to MMLIS. The purchase of this data may result in the fund providers having a greater portion of individual fund 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 MI1611_PortfolioSolutions 326 Page 42 of 50  by MMLIS and do not receive differential compensation based on whether clients’ Accounts invest in the 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 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 MI1611_PortfolioSolutions 326 Page 43 of 50  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-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 326 Page 44 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 326 Page 45 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 most of the advisory programs on Envestnet’s platform. As the amount of assets invested in these programs increase, the fee rate applicable to the next tier decreases. This fee structure creates an incentive for MMLIS and MMLIS IA-Reps to recommend the advisory programs on Envestnet’s platform to clients (including the Program) and to recommend that clients increase the amount of assets invested in such programs (including the Program). MMLIS addresses this conflict by disclosing it to you, and supervising account and program recommendations for compliance and with its fiduciary duty to you. 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. 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). MI1611_PortfolioSolutions 326 Page 46 of 50  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. 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, MI1611_PortfolioSolutions 326 Page 47 of 50  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 326 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 326 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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_PortfolioSolutions 326 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 March 31, 2026 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. 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 326 Page 1 of 50  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. March 31, 2026 Update: Item 4 was updated to disclose that clients have a responsibility to monitor the amount of all deposit accounts for determining FDIC coverage available for deposit accounts at MMLIS and to provide additional information about the Advisory Fee and the flexibility IA-Reps have to charge different fees. Item 9 was updated to include information regarding i) the possible reimbursement of fees incurred in connection with transferring an account to MMLIS and related conflicts of interest, ii) updated information about MMLIS’ Strategic Partner and Conference Partner programs and similar revenue arrangements, iii) fees MMLIS pays to Envestnet and related conflicts of interest and iv) a change in the American Endowment Foundation Donor Advised Fund Service administrative fee range from 0.10% - 0.70% to 0.10% - 0.65%. 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 326 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 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 49 MI1611_ValianceIAFF 326 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 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 326 Page 4 of 50  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 326 Page 5 of 50  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 326 Page 6 of 50  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 326 Page 7 of 50  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 326 Page 8 of 50  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 4). 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). The client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in oder to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program. 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 MI1611_ValianceIAFF 326 Page 9 of 50  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 the 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 326 Page 10 of 50  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 326 Page 11 of 50  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 326 Page 12 of 50  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 326 Page 13 of 50  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 326 Page 14 of 50  • 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 326 Page 15 of 50  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 326 Page 16 of 50  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. Advisory 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. Some IA-Reps apply a custom fee schedule to the Advisory Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the Advisory Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted above, regardless of whether your IA-Rep utilizes a custom fee schedule, the Advisory Fee is negotiable up to 1.54%. 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. MI1611_ValianceIAFF 326 Page 17 of 50  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 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, 2026). 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 MI1611_ValianceIAFF 326 Page 18 of 50  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 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 326 Page 19 of 50  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 326 Page 20 of 50  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 326 Page 21 of 50  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. 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. MI1611_ValianceIAFF 326 Page 22 of 50  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. 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 MI1611_ValianceIAFF 326 Page 23 of 50  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. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information 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 MI1611_ValianceIAFF 326 Page 24 of 50  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 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_ValianceIAFF 326 Page 25 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_ValianceIAFF 326 Page 26 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 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. MI1611_ValianceIAFF 326 Page 27 of 50  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. 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. MI1611_ValianceIAFF 326 Page 28 of 50  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. 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). MI1611_ValianceIAFF 326 Page 29 of 50  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. 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. MI1611_ValianceIAFF 326 Page 30 of 50  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. 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. MI1611_ValianceIAFF 326 Page 31 of 50  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 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 MI1611_ValianceIAFF 326 Page 32 of 50  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. 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 MI1611_ValianceIAFF 326 Page 33 of 50  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 majority 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 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 certain 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, has a minority ownership interest in 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. MI1611_ValianceIAFF 326 Page 34 of 50  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’ 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. MI1611_ValianceIAFF 326 Page 35 of 50  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. 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 2025, Envestnet paid $75,000 in such fees to the Firm and the Firm expects to receive a similar payment in 2026. 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 MI1611_ValianceIAFF 326 Page 36 of 50  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 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. MMLIS may reimburse clients of new IA-Reps who transfer their accounts to MMLIS for fees incurred in connection with the transfer. The reimbursement only applies to accounts transferred to an account for which MMLIS serves as the broker-dealer and are custodied with NFS (including accounts in the Program). This creates an incentive for IA-Reps to recommend accounts for which MMLIS serves as the broker-dealer and are custodied with NFS (including an account in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. The reimbursement also creates an incentive for clients of experienced recruits to transfer their assets to such accounts (including accounts in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommen- dations for compliance with its fiduciary duty to you. MI1611_ValianceIAFF 326 Page 37 of 50  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 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 MI1611_ValianceIAFF 326 Page 38 of 50  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. 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 MI1611_ValianceIAFF 326 Page 39 of 50  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. 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. MI1611_ValianceIAFF 326 Page 40 of 50  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 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 2025, the following investment companies made cash payments to MMLIS to participate as a Strategic Partner: Capital Group, BlackRock, Brinker Capital, Invesco, Fidelity, and BNY Mellon 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. These Strategic Partners are expected to make similar or larger payments in 2026. MI1611_ValianceIAFF 326 Page 41 of 50  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 2025, 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, Blue Owl, Clark Capital, iCapital, LMCG, MDS Energy, Pacer, PIMCO, Russell Investments, SEI, State Street, Stepstone, Symmetry, EQT Partners, Goldman Sachs, Envestnet, and CAIS. The amount of payments from these Conference Partners ranged from $50,000 to $250,000. 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 $125,000 to $275,000 in 2026. 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 2025, 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 2026. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2026. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2025, MMLIS received payments from each of the following variable annuity issuers, in order of largest contribution to smallest contribution: Jackson National, Brighthouse, Equitable, Allianz, Lincoln Financial, Pacific Life, Nationwide, Prudential, Corebridge, Transamerica, and Protective. No company paid more than $5.25 million These variable annuity issuers are expected to make similar or larger payments in 2026. 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. Fund providers can pay for advisor level data on assets held through MMLIS’s custodian, NFS. The fixed fee paid by the fund providers is tiered, based on the level of data purchased, not on the asset levels of that fund provider, with the exception of some alternative fund providers. Providers of alternative fund investments, such as private placements, private equity, hedge funds, exchange funds, real estate funds or interval and tender funds, that participate in revenue sharing with MMLIS receive a basic tier package and can upgrade to an higher tier by paying the difference between the tier package price and the amount of revenue share paid to MMLIS. The purchase of this data may result in the fund providers having a greater portion of individual fund 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 MI1611_ValianceIAFF 326 Page 42 of 50  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. 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 MI1611_ValianceIAFF 326 Page 43 of 50  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, 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, MI1611_ValianceIAFF 326 Page 44 of 50  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. 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 MI1611_ValianceIAFF 326 Page 45 of 50  (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 most of the advisory programs on Envestnet’s platform. As the amount of assets invested in these programs increase, the fee rate applicable to the next tier decreases. This fee structure creates an incentive for MMLIS and MMLIS IA-Reps to recommend the advisory programs on Envestnet’s platform to clients (including the Program) and to recommend that clients increase the amount of assets invested in such programs (including the Program). MMLIS addresses this conflict by disclosing it to you, and supervising account and program recommendations for compliance and with its fiduciary duty to you. 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. 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 MI1611_ValianceIAFF 326 Page 46 of 50  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 0.65% (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. 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 326 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 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 326 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_ValianceIAFF 326 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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_ValianceIAFF 326 Page 50 of 50 

WMS Advisory Annuities Disclosure Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 www.mmlinvestors.com March 31, 2026 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 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. MI1070 MI1611_WMS.AdvAnnuities 326 Page 1 of 23  ITEM 2. MATERIAL CHANGES The following is a summary of certain changes made to this Brochure since the last annual update of this Brochure on March 28, 2025. March 31, 2026 Update: Item 14 was updated to disclose information about marketing support payments that the Firm receives from Annuity Issuers. June 30, 2025 Update: Item 4 was updated to include information regarding the fixed account allocation for the Jackson National registered indexed-linked annuity. Item 14 was updated 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 if you request a reimbursement of premiums paid, your withdrawal may be subject to surrender charges or a market value adjustment depending on the product. Item 4 was also updated to disclose that partial withdrawals may be limited to a certain amount per year that is dictated by the contract purchased. Additionally, Item 4 was 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. Item 5 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. MI1611_WMS.AdvAnnuities 326 Page 2 of 23  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 8 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 9 ITEM 7. TYPES OF CLIENTS 9 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 10 ITEM 9. DISCIPLINARY INFORMATION 11 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 14 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 17 ITEM 12. BROKERAGE PRACTICES 18 ITEM 13. REVIEW OF ACCOUNTS 18 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 18 ITEM 15. CUSTODY 20 ITEM 16. INVESTMENT DISCRETION 21 ITEM 17. VOTING CLIENT SECURITIES 21 ITEM 18. FINANCIAL INFORMATION 21 IMPORTANT NOTICES TO CLIENTS 22 MI1611_WMS.AdvAnnuities 326 Page 3 of 23  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 (“MMLIS” or ‘the Firm”). MassMutual Holding LLC is the Firm’s principal owner. Massachusetts Mutual Life Insurance Company (“MassMutual”) is MassMutual Holding LLC’s principal owner. 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 represen- tatives 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 recommend certain advisory programs and services, and certain investment options within an advisory program. Please talk to your IA-Rep about what advisory programs and services, or investment options within an advisory program they may recommend. 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 MMLIS Fee-Based Annuity products that are available through the Firm and the services the Firm provides in connection with such Fee-Based Annuities. In order to purchase a Fee-Based Annuity and related advisory services through MMLIS, clients must also have an account in a MMLIS advisory program or certain referral programs offered by MMLIS. If you wish to learn about other investment advisory services and programs 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. FEE-BASED ANNUITY PRODUCTS Overview of Fee-Based Annuities The Firm offers clients the ability to purchase and invest in fee-based, variable annuities (“Fee-Based Annuities”). Fee- Based Annuities offered by MMLIS are variable insurance products issued by an “Annuity Issuer” (i.e., an insurance or annuity company), including a deferred variable annuity and variable index-linked annuity. Variable annuities are securities that offer a range of investment options, called subaccounts, across different asset classes. Variable index- linked annuities offer a choice of index strategies and provides certain protection against downside market risk and limited participation in index gains without directly investing in the market or an index. MMLIS through its IA-Reps, provides ongoing investment advice and management in connection with the Fee-Based Annuities purchased through the Firm. In order to purchase a Fee-Based Annuity through MMLIS, client must have an active account in a MMLIS advisory program, certain referral programs offered by MMLIS, or third party advisory programs. Fee-Based Annuities are generally long-term investments and can offer tax-deferred accumulation with options for downside protection, death benefits and lifetime income. Fee-Based Annuities offered by MMLIS may not be offered in every state. Fee-Based Annuities have market risk because the contract value fluctuates based on the investment performance of the subaccounts or index strategy selected. Because the value of a Fee-Based Annuity is tied to the performance of the investment options chosen, it is subject to investment risk. The value of a Fee-Based Annuity MI1611_WMS.AdvAnnuities 326 Page 4 of 23  purchased through MMLIS will vary and could decline to less than the value of the premiums you have paid. You must pay the Annuity Advisory Fee (as defined herein), and other annuity fees, charges, and other expenses regardless of how the Fee-Based Annuity performs. Optional guaranteed benefits, which can normally only be selected at the time your Fee-Based Annuity is purchased, could restrict your investment options and in some cases cannot be reversed. You will pay additional charges for any optional benefits and guarantees that you elect, whether or not you use the benefits or guarantees. If you want to take back the money you have paid in premiums for a Fee-Based Annuity contract, your withdrawal may be subject to surrender charges or a market value adjustment depending on the product. These charges or market value adjustment are described in the Fee-Based Annuity contract between you and the Annuity issuer (“Annuity Contract”) and prospectus/statement of understanding. In addition, your Annuity Contract may include specific guarantees and payment commitments. Those are obligations of the Annuity Issuer and are not guarantees or obligations of MMLIS or its affiliates (unless the affiliate is the insurer or product issuer). If the insurer goes out of business, or if it lacks the funds to meet its obligations, including optional guaranteed benefits, you may not receive all of the promised income. The increase or decrease of your Annuity Assets will affect the value of your Fee-Based Annuity, which will be impacted by the applicable Fee-Based Annuity Fee and other charges, investment strategies or subaccount investments selected, and the addition of any riders to the Fee-Based Annuity, such as a death benefit rider, investment protection or perseveration rider or other eligible riders. You may make partial withdrawals during the accumulation phase subject to the terms and conditions of the Fee-Based Annuity purchased, consistent with the Annuity Contract, prospectus, or other offering documents, and subject to any applicable taxes, which might include a federal penalty tax if withdrawn before age 59 1/2. Partial withdrawals may be limited to a certain amount per year that is dictated by the contract you purchase. Any termination, surrender or liquidation of a Fee-Based Annuity could result in termination, surrender charges or a market value adjustment. Withdrawals and any termination or surrender charges could reduce the value of your Annuity Assets and Fee-Based Annuity, your death benefits, and other guaranteed benefits under your policy. Your premium payments accumulate on a tax-deferred basis. This means your earnings are not taxed until you take money out of your policy. If you buy the policy through an Individual Retirement Account (“IRA”), that IRA already provides tax deferral and there are fees and charges in an annuity that may not be included in such other investments. Therefore, the tax deferral of the annuity does not provide additional benefits for IRA money. Please consult with a tax professional to determine the tax implications of an investment in, withdrawals from and surrenders of the Fee-Based Annuity, including deductions to pay the Annuity Advisory Fee. If you elect to annuitize your contract, you will receive fixed income payments. You may also elect partial annuitization. Please refer to the appropriate prospectus and other offering documents of the Fee-Based Annuity. MMLIS Advisory Services in Connection with Fee-Based Annuities For each Fee-Based Annuity you purchase and invest in, you will receive a prospectus along with the Annuity Contract, other disclosures and application forms required by the Annuity Issuer. You should carefully read and understand the prospectus and other Annuity Issuer documents as they contain important information, including, the benefits, features, risks, costs, fees, and charges associated with the Fee-Based Annuity, and the various investment options available under such annuity. You must notify the IA-Rep promptly if any information you provided regarding financial circumstances, investment objectives or any other information provided in connection with purchasing the Fee-Based annuity becomes inaccurate. 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 ADV 2B Brochure Supplement, which you should also review. Based upon your investment profile, we will provide you the following services in connection with any Fee-Based Annuity you purchase: • If appropriate, recommend one or more Fee-Based Annuities; • In connection with any Fee-Based Annuity that is a variable annuity, recommend a selection of sub-accounts for each variable annuity that is appropriate for your investment profile; MI1611_WMS.AdvAnnuities 326 Page 5 of 23  • In connection with any Fee-Based Annuity that is a variable index-linked annuity, recommend a crediting strategy that is appropriate for your investment profile; • If appropriate, recommend changes to your sub-account or crediting strategy allocation; • Provide financial advice regarding how the Fee-Based Annuity fits into your overall financial picture and strategy; • Assist in development of an accumulation and withdrawal strategy with respect to the Fee-Based Annuity; • Assess progress toward meeting goals and discuss any changes to your situation that would impact or require changes to your investment strategy; • Make recommendations regarding insurance options and riders; and • Provide general servicing of the Fee-Based Annuity. In addition, your IA-Rep will contact you at least annually to review your account and confirm that your financial circumstances and investment objectives have not changed. This review is designed to ensure that the performance, composition, and risk profile of your Fee-Based Annuity is still appropriate and consistent with your investment profile. MMLIS may terminate your Advisory Agreement if you do not respond to your IA-Rep’s request to meet for two years in a row. 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. Your IA-Rep will also consult with you regarding the allocation of your assets in any Fee-Based Annuity that is a variable annuity, the crediting strategy you have selected in connection with any Fee-Based Annuity that is a variable index-linked annuity, and your use of the Fee-Based Annuity in your overall financial and retirement strategy. Your IA-Rep will be available to you on an ongoing basis should you wish to discuss your investment profile, your Fee-Based Annuity, chosen sub-accounts or crediting strategies, or any other matter relating to your Fee-Based Annuity. For indexed-linked annuities which include underlying crediting strategies that may be renewed or modified annually, it is especially important for clients to respond to the IA-Rep’s communications on a timely basis if the client has an investment profile change that necessitates a change to the underlying investment strategy, as the window to make a change is limited. In connection with the purchase of a Fee-Based Annuity through MMLIS, IA-Reps will provide investment advice to Clients on a non-discretionary basis. All transactions, trading, or changes to subaccounts, investment strategies, or crediting strategies for the Fee-Based Annuity must receive the client’s pre-approval before they are executed. The Firm, through the IA-Rep, will monitor client’s Fee-Based Annuity and, if appropriate (e.g., if market or economic conditions change), can recommend changes to the client’s Fee-Based Annuity consistent with the client’s Investment Objective. The IA-Rep will not be able to modify the Investment Objective for the client’s Fee-Based Annuity identified in the client’s Proposal and SIS without the client’s approval. Once the client’s asset allocation is established, the IA-Rep will recommend or make changes and facilitate trades in Fee-Based Annuity subaccounts, investment strategies, or crediting strategies, subject to the client’s Investment Objective and any reasonable restrictions the client has placed on the management of the Account. Affiliate Annuity Products and Conflicts of Interest The Fee-Based Annuities offered by MMLIS, and its IA-Reps include Fee-Based Annuities issued by MassMutual Ascend Life Insurance Company (“MassMutual Ascend”), an affiliate of MMLIS. MassMutual Ascend receives compensation and/or benefits from assets invested in Fee-Based Annuities they issue. As a result, MMLIS and your IA-Rep have a conflict of interest and incentive to recommend you purchase and invest in a Fee-Based Annuity issued by MassMutual Ascend over other Fee-Based Annuities from issuers and product sponsors that are not affiliated with MMLIS, and over non-proprietary advisory services or programs. MMLIS addresses this conflict by disclosing it to you. Regarding MassMutual Ascend indexed-linked annuities, MassMutual Ascend may earn more compensation from one underlying crediting strategy over other strategies. MassMutual Ascend’s compensation from underlying crediting strategies is not based on fixed fees or charges, and varies by renewal period, investment risk and other market conditions. IA-Reps have an incentive, however, to recommend crediting strategies that are more profitable to MassMutual Ascend over other strategies. MI1611_WMS.AdvAnnuities 326 Page 6 of 23  For the registered indexed-linked annuities (“RILA”) issued by MassMutual Ascend and Jackson National, Clients are required to allocate a minimum of 2% to the fixed account (also referred to as the “Declared Rate Strategy”) within the Fee-Based Annuity. Clients should be aware that allocations to the RILA Declared Rate Strategy will earn a lower rate of return in most market conditions than other investment strategies available for the MassMutual Ascend and Jackson National RILAs. For any other RILAs that we may offer, it is also recommended to put at least 2% in the fixed account. Account Opening Process If a client wishes to purchase a Fee-Based Annuity, the first thing the IA-Rep will do is assist the client in determining whether the annuity is appropriate for the client. If the client and/or IA-Rep determines that a Fee-Based Annuity is appropriate given the client’s needs, the IA-Rep will collect information from the client about the client’s present investment objectives, risk tolerance and time horizon, and, together with the client select an “Investment Objective” for client’s Fee-Based Annuity. The information you provide to your IA-Rep must be accurate and complete, as the Investment Objective, recommendation to purchase a Fee-Based Annuity and ongoing investment advice provided by the IA-Rep is based on the information you provide. Such Investment Objective will be reflected on the Statement of Insurance Selection (“SIS”). The IA-Rep will also provide the client account opening documents, annuity applications, disclosures, and other documents necessary for the client to make an informed decision about purchasing the annuity, as well as the different investment options available in connection with the annuity. The client may accept or reject the IA-Rep’s recommendation concerning the purchase of Fee-Based Annuity. The IA-Rep will educate the client about the features, advantages, disadvantages, risks, and costs associated with the Fee-Based Annuity the client selects. The IA-Rep will also assist the client in completing and submitting the application and paperwork required by the Annuity Issuer. The IA-Rep will review the information in the annuity application, SIS, and other related documents with the client. The client is ultimately responsible for determining whether to purchase a Fee-Based Annuity. Client must approve the annuity application and SIS prior to investing in the annuity. By signing the SIS, the client is also agreeing to the MMLIS Wealth Management Services Terms and Conditions (together with the SIS, the “Advisory 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 Fee-Based Annuity. Envestnet Asset Management, Inc. (“Envestnet”) provides MMLIS with proprietary software for a fee that generates each client’s SIS and other technology support regarding MMLIS’ offering of Fee-Based Annuities. Envestnet is the “Technology Sub-Adviser” for Fee-Based Annuities described in the client agreement but does not provide any investment advisory services regarding the Fee-Based Annuities purchased through and advised by MMLIS. The IA-Rep also assists the client in completing an annuity application required by the Annuity Issuer, which the client will use to apply for and purchase a Fee-Based Annuity from the Annuity Issuer. When providing investment recommendations that are treated as fiduciary investment advice as defined by Department of Labor regulations (“Recommendations”), 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, which may include Fee-Based Annuity products. 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, retirement plan account or Advisory Agreement 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. MI1611_WMS.AdvAnnuities 326 Page 7 of 23  Total Assets Under Management (AUM) As of December 31, 2025, MMLIS’ assets under management (for all advisory programs, including the assets invested in Fee- Based Annuities) were: Discretionary: $70,673,328,452.08 Non-Discretionary: $44,964,910,778.91 Total: $115,638,239,230.99 Termination of Advisory Agreement The Advisory Agreement will continue in effect until terminated by either the client or the Firm. Generally, termination requests must be made in writing to the other party or parties. Clients can terminate an Advisory Agreement by submitting a written request to the Firm. If you purchase a Fee-Based Annuity, upon termination of the Advisory Agreement, MMLIS and any IA-Rep assigned to the Fee-Based Annuity will no longer act in any capacity regarding the Fee-Based Annuity, including as investment adviser or broker-dealer of record for such annuity, custodian (or beneficiary) for such annuity or as general agent, insurance agent or insurance broker for such annuity. Following termination of the Advisory Agreement, the Fee-Based Annuity purchased by Client may continue to be held at the issuer or product sponsor of the annuity in accordance with the terms of the annuity prospectus and other offering documents. Please refer to the Advisory Agreement for additional terms and conditions regarding termination. ITEM 5. FEES AND COMPENSATION For advisory services provided in connection with Fee-Based Annuities, clients will pay MMLIS and the IA-Rep an “Annuity Advisory Fee.” The Annuity Advisory Fee ranges from 0- 1.50%, and is negotiable between Client and the IA-Rep. The Annuity Advisory Fee may have a lower maximum range if certain riders are added to a Fee-Based Annuity. The Annuity Advisory Fee is payable monthly in advance, or quarterly as set forth in the Advisory Annuity offering documents, which will be withdrawn from your Fee-Based Annuity contract value. 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 advisory services provided in connection with the Fee-Based Annuities described in this Brochure. The compensation paid to MMLIS and IA-Reps creates an incentive for MMLIS and IA-Reps to recommend client purchase a Fee-Based Annuity and services 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 such annuities. This incentive applies to both the initial recommendation to open purchase a Fee- Based Annuity and recommendations to make subsequent contributions to such annuity. 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 2025 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 Private Wealth & Trust, FSB 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 Fee-Based Annuities) 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. MI1611_WMS.AdvAnnuities 326 Page 8 of 23  The advisory fees set forth above do not include certain fees, expenses and charges associated with the Fee-Based Annuities that are collected by the Annuity Issuer. For additional information regarding these fees, expenses and charges associated with the Fee-Based Annuities, please refer to the Fee-Based Annuities’ prospectus, Annuity Contract, and other related documents provided by the Annuity Issuer. 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 and Fee-Based Annuities. In connection with negotiating advisory fees for advisory accounts and Fee-Based Annuities, a client can request that the IA-Rep “household” or combine eligible client accounts and annuities together for purposes of calculating the advisory fee for such MMLIS advisory accounts and the Annuity 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 and annuities that could be aggregated for purposes of calculating the Advisory Fee and Annuity Advisory Fee. The IA-Rep and MMLIS can reject a client’s request to include a client’s 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 and Annuity 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 Fee-Based Annuities, and inform their IA-Reps or MMLIS if a client believes their retirement account or annuity is being aggregated. IA-Reps have different practices for negotiating fees and there is no guarantee that the fee schedule for your Fee-Based Annuity will include breakpoints or that your Fee-Based Annuity will be aggregated with other accounts or annuities for the purpose of calculating the Annuity Advisory Fee for your Fee-Based Annuity. Moreover, the Annuity Advisory Fee negotiated will depend on the facts and circumstances for each client and IA-Rep, and the Annuity Advisory Fee will vary among IA-Reps and clients, and certain IA-Reps may charge higher fees than others for similar services. 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 products or advisory services discussed herein. ITEM 7. TYPES OF CLIENTS Fee-Based Annuities 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 requires clients to execute an Advisory Agreement and complete an application with the Annuity Issuer in order to purchase a Fee-Based Annuity and obtain advisory services from the Firm. The minimum account size for Fee-Based Annuities offered by the Firm is $25,000, although each Fee-Based Annuity offered may have higher or lower minimum account sizes set forth by the Annuity Issuer, and such minimums may vary by annuity product or product issuer. Please refer to the Fee-Based Annuity prospectus and other offering documents for information regarding minimum account sizes, premium payments, and investments. MI1611_WMS.AdvAnnuities 326 Page 9 of 23  ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS If you choose to purchase and invest in a Fee-Based Annuity offered through the Firm, your IA-Rep will recommend an investment allocation for the underlying subaccounts or investment strategies of the Fee-Based Annuity consistent with your Investment Objective, risk tolerance, as well as your individual goals and preferences. Investing in securities involves risk of loss that clients should be prepared to bear. Clients may experience loss in the value of their Fee-Based Annuity due to market fluctuation. There is no guarantee that a client’s investment objectives will be achieved by investing in a Fee-Based Annuity. Clients should carefully read a copy of the current prospectus, or other disclosure documents, associated with the Fee-Based Annuity prior to investing. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with the annuity. The investment returns on a Fee-Based Annuity 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 purchasing a Fee-Based Annuity. 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 underlying subaccounts or investment strategies in which an Annuity Assets 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 a subaccount, investment strategy, or all the risks applicable to a particular Fee-Based Annuity. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which assets in a Fee-Based Annuity may be invested. The client should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in their Fee- Based Annuity for a complete list of risks associated with that investment. Fee-Based Annuities are intended to be long-term investments. If your financial circumstances, investment objective or intentions change regarding the purchase of a Fee-Based Annuity, you can request early or excess withdrawals, however, these withdrawals may be subjective additional fees or financial penalties, could substantially reduce or even terminate the benefits under the policy, and could have adverse tax consequences. Tax risks that may arise in connection with purchasing an Advisory VA include: (1) the possibility that the IRS may interpret the rules that apply to variable annuities in a manner that could result in you being treated as the owner of your policy’s pro rata portion of the assets of the separate account in which your policy’s assets are invested, (2) the possibility that the IRS may take the position that the policy does not qualify as an annuity for federal tax purposes, resulting in the loss of favorable tax treatment accorded your policy, and (3) the possibility of a change in the present federal income tax laws that apply to your policy, or of the current interpretations by the IRS, which may change from time to time without notice, and could have retroactive effects regardless of the date of enactment or publication, as the case may be. While MMLIS does not consider the deductions from your policy’s Accumulation Value to pay advisory fees to be taxable withdrawals, the IRS and state taxing authorities could disagree, and these withdrawals may be subject to federal and state income taxes and a 10% federal penalty tax. For more information, see the Prospectus. An investment in a Fee-Based Annuity is subject to the risks related to annuity issuer, including that any obligations, including with respect to the associated cash management account, guarantees, and benefits of the annuity product are subject to the Annuity Issuer’s ability to pay claims and payouts on the annuity product. If the Annuity Issuer experiences financial distress, it may not be able to meet its obligations to you. Please refer to the prospectus and other offering documents of the Fee-Based Annuity for specific risks and related information regarding the Annuity Issuer. Other general risks that may affect your purchase and investment in a Fee-Based Annuity, as well as the Firm’s operations and services described in this brochure include: 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 MI1611_WMS.AdvAnnuities 326 Page 10 of 23  a 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. 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). 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 MMLIS would be able to resume operations following a business disruption. ITEM 9. DISCIPLINARY INFORMATION The following legal or disciplinary events related to the Firm may be material to your evaluation of whether to purchase a Fee-Based Annuity through the Firm and receive investment advice from the Firm in connection with such annuity. 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_WMS.AdvAnnuities 326 Page 11 of 23  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_WMS.AdvAnnuities 326 Page 12 of 23  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 after 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_WMS.AdvAnnuities 326 Page 13 of 23  MMLIS entered 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 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 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 a broad range of securities brokerage services to customers, including persons who can recommend and provide advisory services in connection MI1611_WMS.AdvAnnuities 326 Page 14 of 23  with the purchase of a Fee-Based Annuity. 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 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 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 or its affiliates. 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. MassMutual Ascend Life Insurance Company (“MassMutual Ascend”) is an insurance company and issuer of Fee-Based Annuities recommended by MMLIS and its IA-Reps. MassMutual Ascend is owned by MassMutual. As noted above, MassMutual Ascend receives compensation and/or benefits from assets invested in Fee-Based Annuities it issues. MassMutual Ascend does not receive any compensation in connection with other Fee-Based Annuities from issuers and product sponsors that are not affiliated with MMLIS, or in connection with non-proprietary advisory services or programs. As a result, MMLIS and your IA-Rep have a conflict of interest and incentive to recommend you purchase and invest in a Fee- Based Annuity issued by MassMutual Ascend over other Fee-Based Annuities from issuers and product sponsors that are not affiliated with MMLIS, and over non-proprietary advisory services or programs. MMLIS addresses this conflict by disclosing it to you. 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 majority 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 MI1611_WMS.AdvAnnuities 326 Page 15 of 23  (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 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, has a minority ownership interest in 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, suitability reviews of recommended securities and other products and through supervision of the 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. 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. 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. The Firm receives compensation as a result of the client’s purchase of a Fee-Based Annuity. 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, or purchased a similar, commission-based variable annuity through MMLIS as a broker-dealer. 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), product(s) or service(s) may be appropriate for their needs. 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, product or service 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 or relating to the purchase of a Fee-Based Annuity 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 or relating to the purchase of a Fee-Based Annuity. 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/ MI1611_WMS.AdvAnnuities 326 Page 16 of 23  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”) receive compensation from the Firm to provide sales support to IA- Reps. Some of the compensation is based on criteria related to the Fee-Based Annuities for which they may have provided sales support. While Investment Specialists do not sell products or provide product recommendations directly to clients, clients should be aware that Investment Specialists may favor the presentation of the Fee-Based Annuities to IA-Reps for their review as potential products to discuss with their clients over products for which they do not receive compensation. Clients should also be aware that the compensation received by Investment Specialists is not shared with IA-Reps or their sales manager. Furthermore, not all IA-Reps will use Investment Specialists for sales support or for support on products available through the Firm. 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. 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 submit periodic reports to MMLIS regarding their personal accounts, including initial and annual holdings reports and quarterly 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 that have purchased a Fee-Based Annuity. In addition, the Firm and its IA-Reps may give advice or take action in performing their duties for one client that has purchased a Fee-Based Annuity that differs from the advice provided, or in the timing MI1611_WMS.AdvAnnuities 326 Page 17 of 23  and nature of action taken, with respect to another client that has purchased the same Fee-Based Annuity or another Fee- Based Annuity. 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 For any Fee-Based Annuity purchased through MMLIS, MMLIS does not select, recommend, or route any transactions through a broker-dealer. Please refer to the prospectus and other offering documents for the Fee-Based Annuity for information regarding the use of broker-dealers for any transactions or trading in the Fee-Based Annuity, underlying investment strategies or subaccounts. MMLIS does not aggregate any purchases or sales of securities for any Fee-Based Annuity purchased through the Firm. ITEM 13. REVIEW OF ACCOUNTS If you have purchased a Fee-Based Annuity through MMLIS, you will receive periodic reports from the Annuity Issuer as set forth in the annuity prospectus and offering documents. You may receive other periodic statements and performance reports from MMLIS and/or your IA-Rep regarding the Fee-Based Annuity purchased through the Firm. Please note the statements issued by the Annuity Issuer, rather than reports issued by MMLIS, are the definitive source of information about your Fee-Based Annuity. Your IA-Rep monitors your Fee-Based Annuity and will contact you at least annually to review your annuity and confirm there are no changes to your financial situation, investment objective or other personal financial information impacting the ongoing management of the annuity. 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 parties other than advisory fees. For example, an Annuity Issuer or other third party product provider 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 Annuity Issuer or third party product provider 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 marketing support arrangements in which the Firm receives payments from Annuity Issuers based on a percentage of assets in annuities (including, but not limited to Fee-Based Annuities) belonging to MMLIS clients held by each Annuity Issuer. In 2025, MMLIS received in total an excess of $1 million in marketing support payments from MI1611_WMS.AdvAnnuities 326 Page 18 of 23  Jackson National Life Insurance Company and Protective. MMLIS expects to receive similar or larger payments in 2026. 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 marketing support and other arrangements described above, creates a financial incentive for MMLIS and its Representatives to favor Annuity Issuers that participate in these arrangements when making recommendations to clients. Specifically, MMLIS has a financial incentive to recommend Fee-Based Annuities issued by Annuity Issuers that make marketing support payments to MMLIS over annuities or products offered by entities that do not. MMLIS addresses this risk by not paying any of the marketing support payments directly to IA-Reps and by disclosing it to you. The Fee-Based Annuities offered by MMLIS, and its IA-Reps include Fee-Based Annuities issued by MassMutual Ascend Life Insurance Company (“MassMutual Ascend”) an affiliate of MMLIS. MassMutual Ascend receives compensation and/or benefits from assets invested in Fee-Based Annuities they issue. In addition, MMLIS receives payments from MassMutual Ascend for wholesaling support provided by MMLIS in connection with the sale of MassMutual Ascend Advisory Annuities. As a result, MMLIS and your IA-Rep have a conflict of interest and incentive to recommend you purchase and invest in a Fee-Based Annuity issued by MassMutual Ascend over other Fee-Based Annuities from issuers and product sponsors that are not affiliated with MMLIS, and over non-proprietary advisory services or programs. MMLIS addresses this conflict by disclosing it to you. 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. The compensation schedule is set annually and is generally based on the amount earned by the IA-Rep during the prior calendar year. This creates an incentive for IA-Reps to recommend more investments this year to earn a higher portion of compensation the following year. 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. 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. Loan proceeds can also be used to offset client termination fees incurred during account transfer. 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 Fee Based Annuities. This recruiting loan program creates an incentive for participating IA-Reps to recommend Fee Based Annuities over other investments that do not qualify for asset and sales targets, to recommend clients retain assets in Fee Based Annuities over other investments, and make additional investments in Fee Based Annuities 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 MI1611_WMS.AdvAnnuities 326 Page 19 of 23  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. MassMutual has also provided or made available loans to certain insurance agents to assist them in becoming a general agent or continuing in their role as a general agent. 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 recommend to you the Fee-Based Annuities 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. 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. 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 the 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 a Fee-Based Annuity to prospective clients because of the education and the exposure they receive regarding the technology services provided by Envestnet. 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. ITEM 15. CUSTODY While MMLIS does not directly maintain client assets held in Fee-Based Annuities, its affiliate, MassMutual Ascend, maintains such assets. As a result, MMLIS is considered to have custody over these assets. Clients may receive performance reports from the Annuity Issuer in accordance with the terms of the Fee-Based Annuity prospectus or offering documents. Clients should carefully review all account statements from the Annuity Issuer for accuracy and promptly notify the MMLIS or the Annuity Issuer if any error or irregularities are found. MI1611_WMS.AdvAnnuities 326 Page 20 of 23  To the extent that the Annuity Issuer electronically transmits any client account data to the Firm, the Firm may provide an account transaction report or other report for the Fee-Based Annuity to the client for informational purposes only. Such reports are not a substitute for the Annuity Issuer’s official statements and may not be up to date. Therefore, any report issued by MMLIS for the Fee-Based Annuity should not be relied upon for making investment or tax decisions. ITEM 16. INVESTMENT DISCRETION The Firm and its IA-Reps do not have investment discretion over client assets invested in Fee-Based Annuities described in this brochure. 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 the voting of proxies for a client in connection with products and services described in this brochure. ITEM 18. FINANCIAL INFORMATION The Firm does not require clients who purchase services described in Item 4 to prepay its fees six months or more in advance. The Firm does not have any material conditions that would impair its ability to meets its contractual commitments to clients. MI1611_WMS.AdvAnnuities 326 Page 21 of 23  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 relationship with you is based on integrity and trust. As part of that trust relationship, we want you to understand that 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.AdvAnnuities 326 Page 22 of 23  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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MI1611_WMS.AdvAnnuities 326 Page 23 of 23 

WMS Orion Disclosure Brochure MML Investors Services, LLC 1295 State Street Springfield, MA 01111-0001 (800) 542-6767 www.mmlinvestors.com March 31, 2026 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. 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 326 Page 1 of 39  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. March 31, 2026 Update: Item 4 was updated to disclose that: i) Brinker Capital Investments maintains discretion in WMS Orion accounts, ii) clients have a responsibility to monitor the amount of all deposit accounts for determining FDIC coverage available for deposit accounts at MMLIS and iii) that accounts using options may require a margin feature. Item 5 was updated to disclose i) a change in the asset tier ranges for the BCI fee component of the advisory fee, ii) an increase in the portfolio manager fee range from 0.00% - 0.50% to 0.00% - 0.85%, iii) a fee of up to 0.05% for accounts containing options, and iv) a fee of up to 0.05% for accounts investing in High-Volume Trading Models. Item 5 was also updated to provide additional information about the Advisory Fee, and the flexibility IA-Reps have to charge different fees. Item 7 was updated to disclose the $10,000 account minimum for the Core Select Program and to disclose that there is no account minimum for the Destinations Program. Item 8 was updated to include information regarding the risks of investing in SMA Models with options. Item 10 was updated to include information about the possible reimbursement of fees incurred in connection with transferring an account to MMLIS and related conflicts of interest. Item 14 was revised to provide updated information about MMLIS’ Strategic Partner and Conference Partner programs and similar arrangements. Item 14 was also updated to disclose revenue arrangements with alternative investment providers. 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 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 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 326 Page 2 of 39  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 21 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 30 ITEM 12. BROKERAGE PRACTICES 31 ITEM 13. REVIEW OF ACCOUNTS 31 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 32 ITEM 15. CUSTODY 37 ITEM 16. INVESTMENT DISCRETION 37 ITEM 17. VOTING CLIENT SECURITIES 37 ITEM 18. FINANCIAL INFORMATION 37 IMPORTANT NOTICES TO CLIENTS 38 MI1611_WMS.Orion 326 Page 3 of 39  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” or “Programs”). 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 326 Page 4 of 39  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, BCI has complete investment discretion. This means BCI 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 326 Page 5 of 39  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. Program accounts investing in options may require a margin feature on the account. 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 MI1611_WMS.Orion 326 Page 6 of 39  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. 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 4). 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). The client is responsible for monitoring the total amount of deposits, including bank accounts, CDs, and deposits held, either directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits in the ACS or ICS program. 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_WMS.Orion 326 Page 7 of 39  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 the 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. MI1611_WMS.Orion 326 Page 8 of 39  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 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 MI1611_WMS.Orion 326 Page 9 of 39  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. 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”), 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. MI1611_WMS.Orion 326 Page 10 of 39  • 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 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. MI1611_WMS.Orion 326 Page 11 of 39  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. 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. MI1611_WMS.Orion 326 Page 12 of 39  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. 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, 2025, MMLIS has approximately $874 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 MI1611_WMS.Orion 326 Page 13 of 39  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. 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 0.15% 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”). Accounts containing options may incur an additional fee of up to 0.05%, within the maximum advisory fee of 1.54%. “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 MI1611_WMS.Orion 326 Page 14 of 39  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 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. MI1611_WMS.Orion 326 Page 15 of 39  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-$5M 0.30% $5M-10M 0.20% $10M+ 0.15% As of January 1, 2026, fees assessed for accounts in the Programs that originally invested through the Brinker Wealth Advisory Program are as follows: Former BCI Fee New BCI Fee Asset Tier Fee Asset Tier Fee Up to $1 m illion 0.45% $0-$5 m illion 0.30% Next $1 m illion 0.40% $5 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% As of January 1, 2026, the MMLIS Administrative Fee of 0.16% for accounts up to $1 m illion and 0.08% for all assets over $1 m illion has been replaced by a flat Execution, Custody & Clearing Fee of 0.06%. 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 0.85% 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. MI1611_WMS.Orion 326 Page 16 of 39  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 (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 1.54% 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. MI1611_WMS.Orion 326 Page 17 of 39  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. Some IA-Reps apply a custom fee schedule to the IA-Rep Fee with a maximum fee lower than 1.54%. You should review your fees with your IA-Rep, including the IA-Rep Fee, and ask your IA-Rep if they utilize a custom fee schedule. As noted above, regardless of whether your IA-Rep utilizes a custom fee schedule, the IA-Rep Fee is negotiable up to 1.54%. 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, 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 MI1611_WMS.Orion 326 Page 18 of 39  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 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, 2026). 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. MI1611_WMS.Orion 326 Page 19 of 39  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. Accounts opening as of March 31, 2026, that contain models conducting over 1,500 trades per year (“High-Volume Trading Models”) may incur an additional charge of up to 0.05% to cover excess trading costs assessed by NFS. Accounts opened prior to March 31, 2026 that contain High-Volume Trading Models will not incur the additional fee. An open account that adds a High-Volume Trading Model after March 31, 2026 may 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. 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. 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 WMS Orion provides the Wealth Advisory program to high-net worth and ultra-high net worth investors, family offices, institutions and endowments. 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 has a $10,000 minimum. The Destinations program does not have an account 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 MI1611_WMS.Orion 326 Page 20 of 39  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. 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. Options may be used in certain SMA Models for a variety of strategies, such as hedging, income generation and speculation. Clients should be aware that the use of options and investing in SMA Models with options involves significant, additional risks. The risks of covered call writing in SMA Models, in particular, include the potential for the market to rise sharply. In such case, the security may be called away and a Program account will no longer hold the security. When an SMA Model Manager purchases options there is the risk that the entire purchase price (premium paid) for the option can be lost if the option is not exercised or otherwise sold by the SMA Model Manager prior to the option’s expiration date. When selling (or “writing”) options as part of an SMA Model, the risk of loss can be much greater if the options are written uncovered (“naked”). The risk of loss can far exceed the amount of the premium received for an uncovered option and in the case of an uncovered call option the potential loss is unlimited. SMA Models in the Programs with options can include uncovered call options. 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. MI1611_WMS.Orion 326 Page 21 of 39  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 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 MI1611_WMS.Orion 326 Page 22 of 39  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 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 MI1611_WMS.Orion 326 Page 23 of 39  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. 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. MI1611_WMS.Orion 326 Page 24 of 39  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. Broker Dealers, Other Investment Advisers and Investment Companies In 2025, 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 2026. 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 majority 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 MI1611_WMS.Orion 326 Page 25 of 39  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, has a minority ownership interest in 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, 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. MI1611_WMS.Orion 326 Page 26 of 39  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 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. MI1611_WMS.Orion 326 Page 27 of 39  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. 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). 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. MI1611_WMS.Orion 326 Page 28 of 39  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. 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 MI1611_WMS.Orion 326 Page 29 of 39  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. MMLIS may reimburse clients of new IA-Reps who transfer their accounts to MMLIS for fees incurred in connection with the transfer. The reimbursement only applies to accounts transferred to an account for which MMLIS serves as the broker-dealer and are custodied with NFS (including accounts in the Program). This creates an incentive for IA-Reps to recommend accounts for which MMLIS serves as the broker-dealer and are custodied with NFS (including an account in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. The reimbursement also creates an incentive for clients of experienced recruits to transfer their assets to such accounts (including accounts in the Program) over Third-Party Advisory Programs and other types of accounts or services offered by MMLIS. MMLIS addresses these conflicts by disclosing them to you, and supervising account and program recommen- dations for compliance with its fiduciary duty to you. 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. 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 MI1611_WMS.Orion 326 Page 30 of 39  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. 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. MI1611_WMS.Orion 326 Page 31 of 39  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. In 2025, 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: Capital Group, BlackRock, Brinker, Invesco, Fidelity, and BNY Mellon, 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. These Strategic Partners are expected to make similar or larger payments in 2026. 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 MI1611_WMS.Orion 326 Page 32 of 39  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 2025, 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, Blue Owl, Clark Capital, iCapital, LMCG, MDS Energy, Pacer, PIMCO, Russell Investments, SEI, State Street, Stepstone, Symmetry, EQT Partners, Goldman Sachs, Envestnet, and CAIS. The amount of payments from these Conference Partners ranged from $50,000 to $250,000. 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 $125,000 to $275,000 in 2026. 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 2025, 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 2026. MMLIS also received an annual conference credit of $150,000 from NFS and expects to receive a similar payment in 2026. MMLIS also has similar strategic partner and conference partner programs with variable annuity issuers. In 2025, MMLIS received payments from each of the following variable annuity issuers, listed in order of largest contribution to smallest contribution: Jackson National, Brighthouse, Equitable, Allianz, Lincoln, Pacific Life, Nationwide, Prudential, Corebridge, Transamerica, and Protective. No company paid more than $5.25 millio n. These variable annuity issuers are expected to make similar or larger payments in 2026. 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. Fund providers can pay for advisor level data on fund assets held through MMLIS’s custodian, NFS. The fixed fee paid by the fund providers is tiered, based on the level of data purchased, not on the asset levels of that fund provider, with the exception of some alternative fund providers. Providers of alternative fund investments, such as private placements, private equity, hedge funds, exchange funds, real estate funds or interval and tender funds, that participate in revenue sharing with MMLIS receive a basic tier package and can upgrade to an higher tier by paying the difference between the tier package price and the amount of revenue share paid to MMLIS. The purchase of this data may result in the fund providers having a greater portion of individual fund 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 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 MI1611_WMS.Orion 326 Page 33 of 39  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 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. MI1611_WMS.Orion 326 Page 34 of 39  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. 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. MI1611_WMS.Orion 326 Page 35 of 39  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. Loan proceeds can also be used to offset client termination fees incurred during account transfer. 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. 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 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 recommen- dation 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. MI1611_WMS.Orion 326 Page 36 of 39  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. 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 326 Page 37 of 39  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 326 Page 38 of 39  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. © 2026 Massachusetts Mutual Life Insurance Company (MassMutual®), Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. 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