09/29/2025 | Press release | Distributed by Public on 09/29/2025 14:34
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Class II
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Service Class I
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Management Fees
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0.80%
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0.80%
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Distribution and Service (Rule 12b-1) Fees
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None
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0.25%
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Other Expenses
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0.26%
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0.26%
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Total Annual Fund Operating Expenses
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1.06%
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1.31%
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Fee Waiver and Expense Reimbursement
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(0.13%)
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(0.13%)
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Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement(1)(2)
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0.93%
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1.18%
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(1)
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The expenses in the above table reflect a written agreement by MML Advisers to waive 0.10% of its management fees through April 30, 2026. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.
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(2)
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MML Advisers has agreed to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through April 30, 2027, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.93% and 1.18% for Class II and Service Class I shares, respectively. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.
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1 Year
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3 Years
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5 Years
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10 Years
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Class II
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$95
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$ 318
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$ 566
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$ 1,276
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Service Class I
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$120
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$ 396
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$ 699
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$ 1,562
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I.
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Introduction
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II.
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Board of Directors and Corporate Governance
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A.
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Election of Directors
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1.
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The board is not composed of a majority of independent directors.
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2.
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The board's audit, compensation, and nominating/governance committees or their equivalents are not sufficiently independent.
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3.
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The director is a public company CEO who sits on more than two unaffiliated public company boards.
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4.
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The director, other than a CEO, sits on more than five unaffiliated public company boards.
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5.
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The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
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1.
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Former CEOs.
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2.
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Company founders.
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3.
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Directors or director family members that were employed as senior executives by the company within the past five years.
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1.
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The company made a commitment to modify a proposal or practice in a way that aligns with these guidelines and principles but failed to act on that commitment.
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2.
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For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
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B.
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Contested Director Elections
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1.
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Management's track record and strategic plan for enhancing shareholder value;
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2.
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The long-term performance of the company compared to its industry peers; and
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3.
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The qualifications of the shareholder's and management's nominees.
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C.
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Cumulative Voting Rights
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D.
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Classified Boards
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E.
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Independent Chairperson
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F.
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Majority Voting in Director Elections
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G.
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Proxy Access
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H.
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Indemnification of Directors and Officers
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III.
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Compensation
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A.
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Equity Compensation Plans
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1.
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The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
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2.
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The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
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3.
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The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
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1.
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Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
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2.
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Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
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1.
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Whether the proposal excludes senior management and directors;
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2.
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Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
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3.
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The company's relative performance compared to other companies within the relevant industry or industries;
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4.
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Economic and other conditions affecting the relevant industry or industries in which the company competes; and
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5.
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Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
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B.
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Employee Stock Purchase Plans
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IV.
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Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
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The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
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The alignment of executive compensation and company performance relative to peers; and
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The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
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A.
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Compensation Committee
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1.
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The compensation appears misaligned with shareholder interests or is otherwise problematic and results in concerns with:
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a)
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The alignment of executive compensation and company performance relative to peers; and
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b)
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The structure of the compensation program, including factors outlined above under the section entitled Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote.
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2.
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The company has not adequately addressed concerns raised by shareholders.
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3.
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Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
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a)
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Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
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b)
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Adopted or extended a golden parachute.
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B.
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Executive Severance Agreements
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V.
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Natural and Human Capital Issues
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•
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Address a topic that our research has identified as financially material;
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Provide disclosure of new or additional information to investors without being overly prescriptive;
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Provide valuable information to the business or investors by improving the landscape of investment-decision relevant information or contributing to our understanding of a company's processes and governance of the topic in question; and
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Are realistic or practical for the company to comply with.
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VI.
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Anti-Takeover Provisions and Shareholders Rights Plans
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classified boards;
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"blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
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golden parachutes;
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supermajority provisions (that require a large majority (generally between 67 - 90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
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poison pills;
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provisions restricting the right to call special meetings;
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provisions restricting the right of shareholders to set board size; and
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any other provision that eliminates or limits shareholder rights.
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A.
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Shareholders Rights Plans ("poison pills")
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1.
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Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
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2.
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Is integral to a business strategy that is expected to result in greater value for the shareholders;
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3.
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Requires shareholder approval to be reinstated upon expiration or if amended;
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4.
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Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
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5.
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Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
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B.
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Shareholder Ability to Call a Special Meeting
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C.
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Shareholder Ability to Act by Written Consent
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D.
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Supermajority Shareholder Vote Requirement
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VII.
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Anti-Takeover Provisions and Director Elections
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All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
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A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
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It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
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VIII.
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Capital Structure and Incorporation
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A.
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Increases in Common Stock
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B.
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Multi-Class Share Structures
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C.
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Incorporation or Reincorporation in another State or Country
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IX.
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Shares of Fidelity Funds or other non-Fidelity Funds
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X.
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Foreign Markets
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XI.
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Securities on Loan
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XII.
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Compliance with Legal Obligations and Avoiding Conflicts of Interest
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XIII.
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Conclusion
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Number of
Accounts
Managed*
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Total
Assets*
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Number of Accounts
Managed for
which Advisory Fee is
Performance-Based*
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Total
Assets*
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Jared Beckerman
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Registered investment companies**
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22
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$15,478 million
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0
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$0
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Other pooled investment vehicles
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4
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$ 2,702 million
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0
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$0
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Other accounts
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7
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$ 537 million
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0
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$0
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Brian Day
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Registered investment companies**
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21
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$217,196 million
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0
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$0
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Other pooled investment vehicles
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17
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$34,774 million
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0
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$0
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Other accounts
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27
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$18,204 million
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0
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$0
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Celso Muñoz
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Registered investment companies**
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22
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$217,243 million
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0
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$0
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Other pooled investment vehicles
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17
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$34,774 million
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0
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$0
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Other accounts
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27
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$18,204 million
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0
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$0
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Michael Plage
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Registered investment companies**
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21
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$217,196 million
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0
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$0
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Other pooled investment vehicles
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15
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$33,940 million
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0
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$0
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Other accounts
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27
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$18,204 million
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0
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$0
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Stacie Ware
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Registered investment companies**
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22
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$217,243 million
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0
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$0
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Other pooled investment vehicles
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17
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$34,774 million
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0
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$0
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Other accounts
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27
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$18,204 million
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0
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$0
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*
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The information provided is as of August 31, 2025.
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**
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Does not include MML Core Plus Bond.
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