MFS Institutional Advisors, Inc. (“MFSI”), an investment adviser registered with the SEC, has been serving institutional investors and their consultants since 1986. MFSI is a wholly-owned subsidiary of Massachusetts Financial Services Company, d/b/a MFS Investment Management (“MFS”), which is also an investment adviser registered with the SEC. MFS is also the parent company of other companies that manage investments. In this Brochure, we refer to MFS and its direct and indirect subsidiaries collectively as the “MFS Global Group.” MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first U.S. mutual fund. MFS is an indirect, majority owned subsidiary of Sun Life Financial Inc. (“SLF”), a diversified financial services company. As of December 31, 2022, MFSI managed $116,842,935,821 in discretionary client assets and $0 in non-discretionary client assets, which includes assets managed for clients of other members of the MFS Global Group. The MFS Global Group managed $534,248,882,201 as of December 31, 2022. Non-discretionary Model-Delivery Programs and Institutional Model-Delivery Arrangements (each described below) assets are not included in these assets under management. All discussions of MFSI’s practices in this Brochure are qualified in their entirety with respect to each account by the applicable investment advisory agreement or offering and organizational materials (such offering and organizational materials are collectively referred to as the “Offering Documents”) governing such account. This includes, without limitation, all practices pertaining to an account’s investments, strategies used in managing the account, investment risks, fees and other costs associated with an investment in the account. MFSI primarily provides investment advisory services to institutional clients via separate accounts. MFSI also provides sub-advisory services to pooled investment vehicles, including investment companies registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”) and other pools (“sub-advised accounts”). Additionally, MFSI serves as managing member of certain funds that are not registered as investment companies under the 1940 Act pursuant to the exemption contained in Section 3(c)(7) of the 1940 Act (the “MFS Private Funds”) for which it has delegated portfolio management responsibility to MFS. MFSI also provides non-discretionary portfolio model-delivery programs to third- party investment advisers that themselves offer investment products and/or services to underlying investors (see “Institutional Model-Delivery Arrangements” below). Finally, MFSI provides portfolio management, research and/or trading services for non-U.S. accounts for which one of its affiliates acts as investment adviser or investment manager. The terms “Institutional Account” or “Institutional Client” are used herein to refer to all of MFSI’s clients (or such clients’ accounts) other than wrap fee programs, which are discussed below. For more information regarding MFSI’s responsibilities as managing member of the MFS Private Funds, please refer to the Offering Documents governing your investment in the applicable MFS Private Fund. Please understand that some accounts may be comprised of multiple sleeves managed in separate investment strategies or asset classes, and the term “account” may refer to the overall account or a sleeve as the context warrants. For information on the types of investment strategies MFSI manages, please see Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. Institutional Clients may access MFSI’s investment advisory services via an outsourced chief investment officer arrangement (also referred to as a discretionary consulting service) (“OCIO provider”). Depending on the specific features of the OCIO arrangement, the OCIO provider may be the decisionmaker as to whether to hire or terminate MFSI as investment adviser to the Institutional Client and for which investment strategy or strategies. MFSI’s client servicing is primarily provided to or through the OCIO provider rather than directly to the Institutional Client. Some Institutional Accounts are subject to client imposed restrictions on investing in certain securities or derivatives, or types of securities or derivatives. Please see Item 16, Investment Discretion, for more information on how imposing such restrictions might affect the management of your separate account. On a non-discretionary basis, MFSI reviews and provides asset allocation and portfolio structure guidance to certain Institutional Clients, including pension plans, sovereign wealth funds, endowments and foundations. MFSI may also provide similar asset allocation guidance to financial intermediaries for use with the financial intermediary’s own clients or clients it has in common with MFS. These services are typically provided to existing Institutional Clients and financial intermediaries without additional charge and without a contractual agreement. MFSI provides these services on a non-discretionary basis, which means that the Institutional Client or financial intermediary has the ultimate discretion to accept none, some, or all of MFSI’s guidance. Additionally, MFSI’s guidance is based on information provided from the Institutional Client or financial intermediary, reflects advice given as of a particular point in time, and, when provided to a financial intermediary, is not intended to meet the needs of any particular client of a financial intermediary, unless otherwise specified. To the extent MFSI’s asset allocation guidance could be implemented using investment products or advisory services provided by the MFS Global Group, and the recipient of the guidance invests in such investment products or advisory services, the MFS Global Group would earn additional revenues because MFSI and/or its affiliates receive revenue from their investment products and advisory services. Therefore, MFSI has an incentive to provide asset allocation guidance that could result in the inclusion of MFS Global Group investment products or advisory services. The fees charged by the MFS Global Group for these investment products or advisory services may be higher than fees charged by third parties. The Institutional Client or financial intermediary has the ultimate discretion whether to use MFS Global Group investment products or advisory services. Separately Managed Accounts Within Wrap Programs Investments made through wrap fee programs can include separately managed accounts, mutual funds, exchange-traded funds (“ETFs”) and other securities; however, MFSI does not generally recommend mutual funds or ETFs to wrap fee programs. MFSI provides advisory services to separately managed accounts, or sleeves thereof, held within a wrap fee program, to sponsors of wrap fee programs and platform providers that in turn make MFSI’s products or services available to sponsors for their use in participants’ accounts in wrap fee programs. For simplicity in this Brochure, we will refer to these wrap fee programs as “Wrap Programs” and the term “sponsor” may refer to such a Wrap Program sponsor or a platform provider, or, as described below, an overlay manager, or some or all of such entities, depending on the structure of the Wrap Program. Wrap Programs are sometimes referred to using different names, including “separately managed account” or “SMA,” “unified managed account” or “UMA,” or “managed account.” In MFSI’s Form CRS, wrap fee programs are referred to as “Wrap Accounts.” The specific features of each Wrap Program vary from sponsor to sponsor, as do the services MFSI provides. Please consult your sponsor’s Wrap Fee Program Brochure and other documentation for information specific to your program. A Wrap Program is a platform through which a financial intermediary known as a “sponsor” (typically a broker) offers investment accounts. The sponsor typically (though not in all cases) charges investors or “participants” a single, bundled (“wrap”) fee that covers brokerage, custodial and administrative services, and the sponsor’s investment advice. Fees for MFSI’s investment advice are either included in the wrap fee or charged separately and are paid to MFSI by the sponsor. The sponsor, for a portion of the fee, administers the program and selects investment strategies and investment advisers available to the Wrap Program. In some cases, sponsors also utilize the services of an “overlay manager” to provide certain services to the Wrap Program, such as brokerage services or investment advice. Participants are encouraged to review the Wrap-Fee Program Brochure and any other documentation prepared by their Wrap Program’s sponsor to understand their fee structure, the specific types of services covered by the fee they pay, and the services provided by each of the sponsor, overlay manager and/or investment adviser. MFSI acts only as an investment adviser (or sub-adviser) for Wrap Programs and does not act as the sponsor or overlay manager of any Wrap Program. Each sponsor is responsible for making the determination that an MFSI investment strategy is appropriate for inclusion in the sponsor’s Wrap Program and may take into account various factors such as MFSI’s style of investment management and performance. Additionally, sponsors or a third-party fiduciary, together with a participant, are responsible for reviewing the participant’s investment objectives and financial circumstances to determine that investing in a particular Wrap Program and (other than with respect to dual-contract clients) an MFSI investment strategy is suitable for that participant. In Wrap Programs, “reverse churning” may occur when there is very little trading activity in the client’s account(s). As such, there may be times when the participant could benefit, sometimes significantly, by not participating in a Wrap Program that charges bundled fees, but instead by paying any brokerage commissions separately. Certain investment strategies offered by MFSI in Wrap Programs have historically had a low portfolio turnover (ranging from approximately 16% to 48% annually over the last three years). MFSI is responsible for ensuring that the securities it selects or recommends are suitable for the particular investment strategy it offers. MFSI provides different types of services to different types of Wrap Programs, as agreed between MFSI and the sponsor. For “SMA Programs,” MFSI has the discretionary authority to make all investment decisions for a participant’s investment account. For “Model-Delivery Programs,” MFSI provides non- discretionary

recommendations of specific securities and weightings in the form of a model portfolio, and the sponsor has the ultimate discretion to accept or reject MFSI’s recommendations for a participant’s investment account. For “Discretionary Model-Delivery Programs,” MFSI provides a model portfolio that the sponsor has agreed to accept in full. As discussed in Item 12, Brokerage Practices, in providing Discretionary Model-Delivery Programs, MFSI does not have authority to place orders for the execution of transactions. Discussions in this Brochure relating to SMA Programs include Discretionary Model-Delivery Programs, unless otherwise specified. The types of Wrap Programs are described in more detail below. Please see: Item 5, Fees and Compensation, for information concerning how MFSI is compensated for providing advisory services through a Wrap Program; Item 8, Methods of Analysis, Investment Strategies and Risk of Loss, for information regarding the differences between how MFSI manages Wrap Program accounts and other accounts; and Item 12, Brokerage Practices, for information on Wrap Program trading practices. Participants should consult their sponsor’s Wrap Fee Program Brochure and other documentation for additional information about the services provided through their program by the sponsor and related fees and expenses associated with the program. SMA Programs As noted above, MFSI has the discretionary authority to make investment decisions for a participant’s investment account in an SMA Program, in accordance with the selected investment strategy and subject to any restrictions. SMA Programs may be offered either in “bundled” or “dual-contract” arrangements (Discretionary Model-Delivery Programs are only available in bundled arrangements). In a bundled SMA Program arrangement, a participant enters into an advisory agreement with the sponsor and the sponsor enters into a sub-advisory agreement with MFSI. Participants select MFSI and an MFSI investment strategy from among the investment advisers and investment strategies that the sponsor presents to them. Additionally, the participant generally pays a bundled or wrap fee to the sponsor that typically (though not in all cases) covers brokerage, custodial and administrative services, and the sponsor’s investment advice. The fees for MFSI’s investment advice may be included in the wrap fee or charged separately and are paid to MFSI by the sponsor. In dual-contract SMA Program arrangements, an investor enters into an investment advisory agreement with MFSI and a separate agreement with the program sponsor. Participants contract for MFSI’s advisory services directly with MFSI after selecting MFSI from among the investment advisers presented by the sponsor, and the participant typically pays MFSI directly for its advisory services. MFSI reserves the right, in its sole discretion, to reject for any reason any participant referred to it. A participant may terminate its selection of MFSI as investment adviser in their Wrap Program account at any time, upon notice either to the sponsor of a bundled SMA Program or, in the case of a dual-contract SMA Program, directly to MFSI in accordance with the terms of the investment advisory agreement between the participant and MFSI. Investment restrictions, from the sponsor or participant, can affect MFSI’s (or the sponsor’s) freedom of action. For example, a restriction from investing in companies from a country or region can limit the investments available for a strategy that typically includes companies from that country or region. In other cases, the restriction may not have any impact, such as when the strategy does not include companies from that country or region. When the restriction does limit the investments available, account performance will differ from participant accounts that have not imposed such restrictions. Some participants in SMA Programs (for a discussion of restrictions in Discretionary Model-Delivery Programs see the next paragraph) elect to impose restrictions upon MFSI’s ability to implement investments. Such restrictions must be communicated to and accepted by MFSI as reasonable. Reasonable restrictions can include certain securities or certain types of securities, as well as reasonable sector-based restrictions, such as socially responsible investing (“SRI”) category restrictions. Participants typically select sector-based restrictions from among the sponsor’s pre-established restricted sector categories. Sponsors typically do not provide MFSI with a list of the securities included in their restricted categories. Therefore, in order to apply such restrictions, MFSI utilizes a third-party vendor to provide information regarding securities that are included in a comparable restricted category. MFSI uses its sole discretion to select the vendor category that most closely approximates the sponsor’s restricted category based on the information MFSI receives from the third-party vendor. Although MFSI believes the information provided by the vendor is reliable, MFSI does not independently verify the information or guarantee its accuracy. The securities MFSI applies as restricted for a given category could differ from those that the sponsor may have considered to be within that category (i.e., MFSI’s list of restricted securities for a category may be more or less restrictive). For Discretionary Model-Delivery Programs, participant-imposed restrictions are managed by the sponsor. MFSI does not take into account any participant’s restrictions in designing or updating a model, nor is MFSI expected to implement any such restrictions or assist the sponsor in determining how to implement such restrictions. Model-Delivery Programs As noted above, in Model-Delivery Programs, MFSI is retained by a sponsor to provide non-discretionary recommendations of specific securities and weightings in the form of a model portfolio to be considered by the sponsor for use in participants’ accounts, or in the case of a platform provider, for use in the accounts of sponsors that utilize the platform. MFSI’s recommendations are not tailored to any individual program participant, and the sponsor has the ultimate discretion to accept or reject MFSI’s recommendations for each individual participant’s investment account. The sponsor (or a third party retained by the sponsor to perform services for the program, such as an overlay manager) is generally responsible for making and implementing the ultimate investment decisions. MFSI does not know the identity of, or any other information necessary to perform a suitability analysis about, the program participants for whose accounts the sponsor uses MFSI’s model portfolio. Additionally, as discussed above, MFSI does not have any contractual arrangement with program participants (or in the case of an agreement with a platform provider, with the sponsors that utilize such platform). The sponsors of (and not any participant in) Model-Delivery Programs have the contractual relationship with MFSI. As with bundled SMA Programs, the sponsor generally charges participants a bundled or wrap fee that covers brokerage, custodial and administrative services, and the sponsor’s investment advice. The fees for MFSI’s services may be included in the wrap fee or charged separately and are paid to MFSI by the sponsor. Sponsors that are platform providers may charge Wrap Program sponsors a fee to use and have access to their platform and for their other services, such as trade execution, pursuant to their applicable contract. Participant-imposed restrictions are managed by the sponsor and MFSI does not take into account any participant’s restrictions in designing or updating a model, nor is MFSI expected to implement any such restrictions or assist the sponsor in determining how to implement such restrictions. MFSI does take into account certain sponsor-imposed restrictions in designing or updating a model, such as restrictions on including securities issued by the sponsor or its affiliates, including securities of pooled investment vehicles. Nonetheless, as with SMA Programs, to the extent that a restriction applies to the securities recommended by MFSI to be included in accounts following an MFSI model portfolio, a participant’s or sponsor’s decision to impose restrictions would affect the performance of a participant’s account as compared to participants or sponsors who have not imposed such restrictions. Lead Style Manager Services MFSI serves as the lead style manager for an investment strategy in the Merrill Lynch, Pierce Fenner & Smith Incorporated (“Merrill Lynch”) CDP Investment Advisory program. As lead style manager, MFSI is responsible for identifying, when needed, appropriate style managers from a Merrill Lynch approved list of possible managers. MFSI proposes such a manager to Merrill Lynch and Merrill Lynch must approve any proposed style managers. While MFSI is responsible for identifying an appropriate style manager any time a new manager is needed, MFSI does not monitor on an ongoing basis whether a style manager is appropriate, and the existing style manager will be maintained until such time as it is no longer on Merrill Lynch’s approved list. Institutional Model-Delivery Arrangements In addition to providing Model-Delivery Programs in Wrap Programs, MFSI also provides non-discretionary model portfolio delivery services to third-party investment advisers that themselves offer investment products and/or services to underlying investors (such arrangements “Institutional Model-Delivery Arrangements”), which, for example, could include investment companies registered under the 1940 Act and separate account clients subject to ERISA. MFSI’s recommendations are not tailored to any particular underlying investor but may take into account any specific investment restrictions or guidelines imposed by the third-party investment adviser. The third-party investment adviser has the ultimate discretion to accept or reject MFSI’s recommendations. The third-party investment adviser is generally responsible for making and implementing the ultimate investment decisions. MFSI does not know the identity of, or any other information necessary to perform a suitability analysis about, the underlying investors. Additionally, as discussed, above, MFSI does not have any contractual arrangement with the underlying investors with respect to the Model-Delivery Program provided to the third-party investment adviser. As agreed, upon by the investment adviser and MFSI, MFSI may release the portfolio model changes on a delay from the release of orders or portfolio model changes within the same investment strategy.