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. 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. 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.
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 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, 2023, MMLIS’ assets under management (for all advisory programs, including the Co- Adviser/Adviser Programs) were: Discretionary $41,799,530,784 Non-Discretionary $31,028,179,753 Total $72,827,710,537 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:
• MORNINGSTAR MANAGED PORTFOLIOS PROGRAMS – Mutual Fund Strategies, ETF Strategies, Active/Passive Strategies, Select Equity Strategies, and Direct Indexing
• 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 MMLIS previously made other Co-Adviser/Adviser Programs available through the Firm that were closed to new accounts prior to March 27, 2017. Please see the MMLIS Legacy Brochure for information about these programs, including certain SEI programs. 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. 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. Upon termination by the client, the Third Party Adviser will direct the Custodian to deliver cash and securities held in the client’s program account as instructed by the client. If the client’s account is liquidated as a result of a termination for any reason, proceeds will be payable to the client upon settlement of all transactions in the account. In the event a Co-Adviser/Adviser Program or Account is terminated by the Firm or Third Party Adviser, clients will be notified and will need to contact their Investment Adviser Representative to make other arrangements. Solicitor Programs General overview of the services offered by the Third Party Adviser Depending on the Solicitor Program, the Third Party Adviser provides one or more of the following services: construct model portfolios (each is a “Portfolio”) with various investment objectives; select and monitor mutual funds, ETFs, money managers and/or other securities (“Investment Options”), for inclusion in the Solicitor Program; and/or allocate, manage and in some Solicitor Programs, rebalance client assets in accordance with the Portfolio selected by the client. Following the Third Party Adviser's approval of the client's application to open an Account with the Third Party Adviser, such client will be a client of the Third Party Adviser. The Third Party Adviser will allocate the client's funds in accordance with client's selected Portfolio, and client's assets in the account will be managed and monitored by the Third Party Adviser. Overview of the services offered by the Firm An IA-Rep will assist the client in selecting an appropriate Solicitor Program based on a number of factors, including but not limited to the client’s financial needs and condition, preferences and cost. The IA-Rep will provide information about the features, risks and costs associated with participating in a Solicitor Program generally, or a particular Solicitor Program in which the client wishes to participate, and answer any general questions that the client may have about the Solicitor Programs. Once the client has chosen a Solicitor Program, the IA-Rep will utilize a fact gathering worksheet such as investor profile questionnaire or client profiling kit, provided by the Third Party Adviser to gather information about the client. This information will be input into investment tools or other software provided by the Third Party Adviser to prepare an investment proposal. The investment proposal recommends to the client a Portfolio and the applicable Investment Options for the Portfolio for the selected Solicitor Program. Where permitted by the Third Party Adviser, the Firm, through the IA-Rep, may assist the client to make modifications to the recommendations made by the Third Party Adviser through the proposal system. Such modification may include the selection of additional or alternative money managers and/or portfolio strategists to the ones recommended by the Third Party Adviser's proposal system and the ability to select a different portfolio/ investment option that was recommended by the Third Party Adviser’s proposal system. The client will be advised by the IA-Rep if the IA-Rep has the flexibility to offer client such limited service, and client should be aware that such limited services are not offered on behalf of the Third Party Adviser of such Solicitor Program. The client is free to accept or reject the IA-Rep’s recommendation concerning participation in a Solicitor Program or the Portfolio and the Investment Options recommended by the Third Party Adviser through the investment proposal. The IA-Rep will also assist the client in completing the application and any other paperwork required by the Third Party Adviser and provide the client with the Third Party Brochure, for the selected Solicitor Program. The Solicitor will provide the client with a solicitor disclosure statement (“Solicitor Disclosure Statement”), required by the Investment Advisers Act of 1940, as amended, which explains, among other things, the relationship between the Third Party Adviser and the Firm, a description of the services provided by the Firm under the Solicitor Program selected by the client, and material terms of the compensation arrangement among the Third Party Adviser, the Firm and the IA-Rep under the Solicitor Program. The Firm will forward all of the Account application and information, including any reasonable investment restrictions that the client requests to be imposed on the Third Party Adviser with respect to its management of the client’s Account, to the Third Party Adviser for review and approval. The Third Party Adviser is solely responsible for deciding whether to accept the client’s application to participate in its Solicitor Program and for accepting or rejecting and observing any reasonable investment restrictions that the client may impose. Once the Account is opened and depending on the Solicitor Program, either the Firm, through the IA-Rep, or the Third Party Adviser will attempt to contact the client at least annually to discuss client’s participation in the Solicitor Program. This contact is designed to inquire whether anything has changed in the financial circumstances or investment objectives of the client that might affect the manner in which the Account assets should be managed by the Third Party Adviser. If the client had granted the Third Party Adviser with investment discretion under an applicable Solicitor Program, the client will have the ability to add or modify any previously accepted investment restrictions imposed on the Third Party Adviser. The IA-Rep also is available on an ongoing basis to discuss client’s participation in the Solicitor Program. If the Firm is responsible for contacting the client, the Firm through its IA-Rep, will contact the client and will forward any updated information it receives from the client to the Third Party Adviser for review. If the Third Party Adviser is responsible for contacting the client, the client will be notified directly by a representative of the Third Party Adviser. The Firm does not serve as a broker-dealer for client’s Account under the Solicitor Program and does not effect trades in connection with the securities held in the Account. Please refer to the Third Party Program Documents for details on the Account’s custodian and the brokerage arrangement and services associated with the client’s Account.
Solicitor Program Termination If a client wishes to close an Account under a Solicitor Program or to terminate the relationship with a Third Party Adviser, client should contact the Third Party Adviser of the selected Solicitor Program and refer to the Third Party Program Documents for the specific Solicitor Program, for all applicable terms and conditions. At any time, clients have the ability to request that the Firm, and the Firm also has the ability to, cease providing clients with Firm services, as described in this Firm Brochure upon written notice to the other party and to the Third Party Adviser.