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, 2023, MFSI managed $ 128,519,177,590 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 $582,844,492,254 as of December 31, 2023. Assets of non-discretionary Model- Delivery Programs and Institutional Model-Delivery Arrangements (each described below) 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 under the Investment Company Act of 1940, as amended (the “1940 Act”) and other investment 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 (i) institutional clients and (ii) 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 a member of the MFS Global Group 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 managed account 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 investments 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. In some cases, Institutional Clients 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 engage or terminate MFSI as investment adviser to the Institutional Client and for which investment strategy or investment vehicle. MFSI’s client servicing is typically 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. For more information on how imposing such restrictions might affect the management of your separate account, please see Item 16, Investment Discretion. 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 often 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 the member of the MFS Global Group 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. Managed Account Programs MFSI provides investment advisory services for use in “Managed Account Programs” in different investment programs and platforms. In MFSI’s Form CRS, Managed Account Programs are referred to as “Wrap Accounts.” Managed Account Programs are organized by investment advisers, broker-dealers, platform providers or other financial intermediaries and their affiliates (collectively “sponsors”). MFSI acts only as an investment adviser (or sub-adviser) for Managed Account Programs and does not act as the sponsor of any Managed Account Program. Managed Account Programs are organized in different program and platform structures. One common Managed Account Program structure consists of a sponsor maintaining an investment program for the benefit of its clients, through which investors or “participants” are able to access various investment services and products, including separately managed accounts, mutual funds, exchange-traded funds (“ETFs”) and other securities. Another common structure consists of a sponsor establishing an investment platform through which other third-party financial intermediaries access investment services and products for the accounts of their clients. Managed Account Programs may utilize various service providers, such as overlay investment advisory, administrative, trading and custodial services. The structure of the Managed Account Program, including services offered and fees and expenses incurred by the account will vary depending on the sponsor that establishes it and how the participant accesses the provided services. Fee Structure of Managed Account Programs Managed Account Programs have different fee structures that vary depending on the sponsor that establishes the program. For example, some are organized as “wrap fee programs,” in which participants pay a single, bundled fee that covers all the services provided by the sponsor and other service providers. In bundled fee programs, fees for MFSI’s investment advice are either included in the bundled fee or charged separately and are paid to MFSI by the participant or sponsor. In other Managed Account Programs, the fees paid by the participant are unbundled, meaning participants may pay separate fees and expenses for the various services received through the program, including those provided by MFSI. Contractual Arrangements in Managed Account Programs Managed Account Programs can be structured in “single-contract” or “dual-contract” variants. In a single- contract Managed Account Program, a participant enters into a single agreement with the sponsor (and not MFSI). MFSI and the sponsor enter into a separate agreement that allows the sponsor to offer to its program participants MFSI’s investment advisory services through the Managed Account Program. In a dual-contract Managed Account Program, a client enters into two agreements: one with the sponsor and (after selecting MFSI from among the investment advisers presented by the sponsor) a second agreement with MFSI. In a dual-contract Managed Account Program, the client pays MFSI, or causes MFSI to be paid, for its advisory services. In some dual-contract Managed Account Programs, participants may enter into additional agreements with third-party service providers, such as a custodian or executing broker. Types of Managed Account Programs MFSI provides its investment advice in different ways depending on the Managed Account Program. For “Separately Managed Account Programs” or “SMA Programs” (which can be single-contract or dual- contract arrangements), MFSI has the discretionary authority to make all investment decisions for a participant’s investment account. For “Model-Delivery Programs” (which are only single-contract arrangements), MFSI generally provides non-discretionary recommendations of specific securities and weightings in the form of a model portfolio that it updates from time to time, and the sponsor is responsible for making the ultimate investment decisions for each participant’s investment account. However, in “Discretionary Model-Delivery Programs” where MFSI provides a model portfolio that the sponsor has agreed to accept in full, subject to a participant’s investment restrictions, the contract between the sponsor and MFSI could cause investment discretion to be deemed shared between MFSI and the sponsor. MFSI only has authority to place orders for the execution of transactions for SMA Programs. For more information about MFSI’s trading practices, please see “Managed Account Program Brokerage Arrangements, Order Execution and Allocation” in Item 12, Brokerage Practices. Discussions in this Brochure relating to SMA Programs include Discretionary Model-Delivery Programs, unless otherwise specified. Each sponsor is responsible for making the determination that an MFSI investment strategy is appropriate for inclusion in the sponsor’s Managed Account Program and in making that determination, may consider

various factors, such as MFSI’s style of investment management, performance and portfolio turnover. 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 Managed Account Program and (other than with respect to dual-contract clients) an MFSI investment strategy is appropriate for that participant. MFSI is responsible for ensuring that the securities it selects or recommends are appropriate for the particular investment strategy it offers. In bundled fee programs, “reverse churning” occurs when there is very little trading activity in a participant’s account(s). As such, there may be times when the participant could benefit, sometimes significantly, by not participating in a bundled fee program, but instead by paying any trading commissions separately. Certain investment strategies offered by MFSI in Managed Account Programs have historically had a low portfolio turnover (ranging from approximately 16% to 51% annually over the last three years). For specific information concerning the portfolio turnover of an investment strategy, please consult with your financial advisor. Participants should consult the sponsor’s Wrap Fee Program Brochure and/or other documentation provided by the sponsor for additional information about the services provided through their program by the sponsor or third-parties and related fees and expenses associated with the program. Participants should also consult with their own financial, legal, and tax advisors when selecting an investment strategy and Managed Account Program. In providing services in Managed Account Programs, MFSI generally relies on information or directions communicated by a participant’s financial advisor acting with apparent authority on behalf of its client. For information concerning how MFSI is compensated for providing investment advisory services through Managed Account Programs, please see: Item 5, Fees and Compensation; for information regarding the differences between how MFSI manages Managed Account Program accounts and other accounts, Item 8, Methods of Analysis, Investment Strategies and Risk of Loss; and for information on Managed Account Program trading practices, Item 12, Brokerage Practices. 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 investment restrictions. Trades are generally executed by the sponsor or its affiliates (except with respect to Discretionary Model Delivery Programs where trades are always executed by the sponsor or its affiliates) and participants in such programs should satisfy themselves that the sponsor or its affiliates is able to seek best execution of transactions within their account. MFSI offers investment advisory services to SMA Programs in both single-contract and dual-contract arrangements. Discretionary Model-Delivery Programs are only available in single-contract arrangements. 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 SMA Program account at any time, upon notice either to the sponsor of a single-contract 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 client and MFSI. Some participants in SMA Programs elect to impose restrictions upon MFSI’s ability to implement investments (for a discussion of restrictions in Discretionary Model-Delivery Programs see the next paragraph). 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, a participant’s account performance will differ from participant accounts that have not imposed such restrictions within the same investment strategy. 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 those related to ESG 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 sector categories. Therefore, in order to apply such restrictions where the sponsor does not provide a list of restricted securities, 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). Sponsors may also impose investment restrictions which can affect MFSI’s freedom of action in participant accounts. For example, a restriction on including securities issued by the sponsor or its affiliates, including securities of pooled investment vehicles managed by the sponsor or its affiliates, can limit the investments available for a strategy that typically includes such securities. When a sponsor-imposed restriction does limit the investments available, a participant’s account performance will differ from participant accounts in an SMA Program organized by a different sponsor. 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 an investment 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 that MFSI updates from time to time. The model portfolio provided by MFSI may be used by the sponsor for its own clients’ accounts or may be provided by the sponsor to third-party financial intermediaries for use in such intermediaries’ clients’ accounts, depending on the structure of the Managed Account Program. MFSI’s recommendations are not tailored to any individual program participant, and the sponsor or third-party financial intermediary 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 or other relevant information necessary to perform a suitability analysis of the program participants for whose accounts the sponsor or third-party financial intermediary uses MFSI’s model portfolios. Additionally, as discussed above, MFSI does not have any contractual arrangement with program participants or any third-party financial intermediaries that access MFSI’s model portfolios for use in their clients’ accounts. Such program participants and third-party intermediaries are not considered advisory clients of MFSI. If this Brochure is delivered to such parties with whom MFSI does not have an advisory relationship, or where it is not legally required to be delivered, it is provided for informational purposes only. Participant or third-party financial intermediary-imposed restrictions are managed by the sponsor and MFSI does not take into account any such 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 not take into account certain sponsor-imposed restrictions in designing or updating a model, such as restrictions on securities issued by the sponsor or its affiliates. MFSI does implement legal restrictions imposed by certain jurisdictions that prohibit MFSI from providing investment advice to participants within such jurisdiction concerning securities of issuers within such jurisdiction. 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, sponsor’s, third-party financial intermediary’s or jurisdiction’s decision to impose restrictions would affect the performance of a participant’s account as compared to accounts within the same investment strategy not subject to such investment 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 Managed Account Programs, MFSI also provides non- discretionary model portfolio delivery services to Institutional Clients that invest for their own account or the accounts of others (all 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. In such cases, 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 Institutional Client. The Institutional Client has the ultimate discretion to accept or reject MFSI’s recommendations. The Institutional Client is generally responsible for making and implementing the ultimate investment decisions. For more information about the differences between Institutional Model- Delivery Arrangements and other accounts managed by MFSI, please see “Differences Between Institutional Model-Delivery Arrangements and Other Accounts” in Item 12, Brokerage Practices.