MACKAY SHIELDS LLC

History The original predecessor to MacKay Shields LLC (“MacKay Shields” the “Firm” “we” “us” “our”), MacKayShields Economics, was founded in 1938 as an economic consulting firm. In 1969, MacKay-Shields Economics became MacKay Shields Financial Corporation, a Delaware corporation, and registered with the SEC as an investment adviser. In 1984, MacKay Shields Financial Corporation was purchased by New York Life Insurance Company (“NYLIC”). New York Life Insurance Company established New York Life Investment Management Holdings LLC (“NYLIM Holdings”) in 1999 and transferred ownership of MacKay Shields Financial Corporation to NYLIM Holdings. In 1999, MacKay Shields Financial Corporation was converted to MacKay Shields LLC, a Delaware limited liability company. The ownership, control and management of MacKay Shields did not change as a result of this conversion. MacKay Shields is 100% owned by NYLIM Holdings, which is wholly owned by NYLIC. Clients and Investment Services MacKay Shields offers a variety of fixed income strategies and products that clients can select depending on their investment objectives. We maintain independently managed investment strategy teams with their own distinct investment process. Certain investment teams consist of Portfolio Managers, Research Analysts, and Traders, while certain other investment teams share Research Analysts and/or Traders. Investment strategies may be available through separately managed accounts and/or collective investment vehicles, including, without limitation, Mutual Funds, ETFs, Collective Investment Trusts, and other private investment funds (referred to herein as “collective investment vehicle(s)” or “fund(s)”). Clients for whom we provide separately managed account services typically adopt bespoke investment guidelines and objectives, subject to our approval. These restrictions generally appear either in the client’s investment management agreement, investment guidelines, or other agreed-upon documents. Clients and prospective clients are advised to carefully review the proposed guidelines for an investment strategy and to review the securities and instruments generally used by MacKay Shields when implementing that strategy. This Brochure should be read together with the applicable investment management agreement, investment guidelines and other governing documents. The information contained in this Brochure is subject in its entirety to and superseded by the investment management agreement and investment guidelines (or similar document(s)) entered into by MacKay Shields and a Client. MacKay Shields’ advice with respect to collective investment vehicles is given in accordance with the investment objectives and guidelines set forth in the applicable offering documentation, advisory agreement, and/or other governing document. Except as otherwise set forth in the commingled vehicle offering documentation, advisory agreement, and/or other governing document, MacKay Shields does not tailor its advisory services to the individual needs of the commingled investment vehicle’s investors, who are generally prohibited from imposing restrictions on investing in certain securities or types of securities. This Brochure should be read together with the applicable offering memorandum, prospectus, or similar document for those funds for a description of the investment strategies and risks associated with those funds. The information contained in this Brochure is subject in its entirety to and superseded by the disclosure in such offering memoranda, prospectuses, or similar documents. Collective investment vehicles may be subject to restrictions on the types of investors who may invest. MacKay Shields may agree to enter in an arrangement with a client to manage a non-discretionary mandate. Clients that choose to engage MacKay Shields for a non-discretionary relationship generally will not achieve the same results as discretionary accounts. For our clients subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), please be advised that MacKay Shields meets the definition of a Qualified Professional Asset Manager as defined in Part IV of

Prohibited Transaction Exemption 84-14 “Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers” for purposes of ERISA. The descriptions set forth in this Brochure of specific advisory services that we offer, investment strategies pursued, and investments made by us on behalf of clients, are general descriptions and should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies pursued by MacKay Shields are speculative and entail substantial risks. There can be no assurance that the investment objectives will be achieved. Persons reviewing this Brochure should not consider it to be, and this Brochure should not be construed as, impartial investment advice, or an offer to sell or any solicitation to buy securities of any collective investment vehicle managed by MacKay Shields or its affiliates. Such an offer in connection with any such collective investment vehicle will only be made by means of an offering document delivered to eligible qualified investors. For more information about the management of client accounts, please refer to “Item 7 – Types of Clients,” and for more information about MacKay Shields’ investment strategies, please refer to “Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss,” below. Wrap Fee Programs We participate in wrap fee programs by providing portfolio management services. In these arrangements, we act as a sub-adviser when our affiliate New York Life Investment Management LLC (“NYLIM”) is the adviser. In wrap fee programs, clients typically pay a single wrap fee to the sponsor firm that covers advisory fees as well as trade and execution services, including commission costs. Our fee is typically paid out of that single wrap fee. We receive our fee from NYLIM as we are appointed by NYLIM as a sub-adviser. MacKay Shields is not responsible for determining whether a particular wrap fee program or a specific strategy is suitable or advisable for any particular wrap program client. Such determinations are generally the responsibility of the wrap fee program sponsor and we are responsible only for managing the account in accordance with the selected investment strategy and any reasonable restrictions imposed by the wrap fee program client. Termination procedures and information regarding the refund of prepaid fees for any wrap fee program are described in the wrap fee program sponsor’s brochure. Assets Under Management As of December 31, 2025, MacKay Shields had approximately $159 billion of regulatory assets under management on a discretionary basis.

We typically receive fees for our services based on a percentage of the value of the assets in the client’s account. These are referred to as “asset-based fees.” Certain clients also have performance-based fees, as more fully described under “Performance-Based Fees and Side-by-Side Management,” below. Advisory fees, including any performance fees, are set forth in the investment management agreement, offering document, or similar agreement between each client and Mackay Shields. Asset-Based Fees MacKay Shields generally charges asset-based fees based on the value of the client’s assets under management and/or the value of the client’s and its affiliates’ or related person’s assets under management. Asset-based fees are generally negotiated and tailored with clients on a case-by-case basis and are described in the separately managed account client’s investment advisory agreement or the fund’s offering document. Asset-based fees generally range from 0.030% to 1.500% annually of assets under management, depending on the strategy(ies) involved and vehicle(s) in which the assets are held (e.g., a separately managed account,

collective investment vehicle, or registered investment company). In our sole discretion, we have, and anticipate that in the future we will, negotiate a performance-based fee, agree to a fee schedule other than within the range described above, and/or waive, rebate, or reduce fees for clients. Factors taken into consideration when tailoring fees may include, but are not limited to, the investment strategy, portfolio composition, and structure of the account (e.g., lock up or liquidity terms, incentive allocation); existing contractual commitments with other clients; whether the client is an affiliate, the client’s other relationships to MacKay Shields and its affiliates; related accounts under management; servicing requirements; and investment strategy capacity. Performance-Based Fees MacKay Shields receives performance-based fees in connection with the advisory services we provide to clients in a manner designed to comply with Rule 205-3 under the Investments Advisers Act of 1940 (“Advisers Act”). Performance-based fees are generally negotiated and tailored with separate account clients on a caseby-case basis and are described in the investment advisory agreement. Performance-based fees for private funds not registered with the SEC are described in the fund’s offering document, and we may agree with certain investors to waive, reduce, offset or rebate the investor’s performance-based fee, which is typically documented in a side letter between the fund and the investor. Performance-based fees generally range from 5.000% to 15.000% of returns and may be subject to performance hurdles, loss carry forward, and other restrictions. See “Item 6 - Performance-Based Fees and Side-by-Side Management,” below for more information regarding performance-based fees. Wrap Fee Programs In wrap fee programs, clients typically pay a single wrap fee to the sponsor firm that covers custody, investment management and trading and execution costs, including commission costs. As a result, the sponsor and client typically request that transactions for clients’ accounts be executed by the sponsor of the wrap fee program (or its affiliate) or a broker-dealer designated by the sponsor firm. In the event that the sponsor or designated broker-dealer cannot provide “best execution” for a given transaction, we, as sub-adviser for the wrap fee program, have the discretion to trade away (that is, trade with a different broker-dealer), and the client may incur a commission cost. As the majority of transactions in the wrap fee programs are fixed income securities that trade over-the-counter, there are no additional mark-ups or commissions on these transactions beyond the customary structure of the bid/offer prices and we believe these transactions are executed on behalf of these clients in such a manner that the client’s total cost or proceeds in each transaction was the most favorable under the circumstances. Prospective clients should refer to the applicable sponsor’s wrap fee program brochure for fee information and additional disclosures. Payment of Fees We bill clients for advisory services according to the fee schedule contained in their investment management agreement or other written document. As agreed to with our clients, fees are typically payable either: (i) in advance based on the value of assets under management at the beginning of the month, quarter, year, or other period; or (ii) in arrears based on the value of assets under management at the end of any such period. Fees are generally calculated using average asset values during the billing period at agreed upon intervals. Clients may choose to have the calculation of their fees be based upon their custodian’s or MacKay Shields’ valuation of their assets. Generally, we may make adjustments in the fee calculation in the event of significant withdrawals from, or deposits into, a client’s account during a calculation period, in accordance with our policy then in effect or as otherwise agreed to with a client. We typically bill our clients for our advisory services, but clients may elect for MacKay Shields to instruct the client’s custodian to deduct fees from their account. With respect to commingled investment vehicles for which MacKay Shields, or its controlled affiliates, serves as General Partner, Managing Member, or similar capacity, we direct the custodians and/or prime brokers to deduct and pay to MacKay Shields our asset-based fees and any performance fees pursuant to the fee schedule contained in the applicable offering agreement or similar agreement (including fee arrangements with specific investors).

For commingled investment vehicles that are Mutual Funds or UCITS, payment of fees is generally made by each fund’s administrator, who is responsible for calculating and processing the payment pursuant to the fund’s prospectus. Other Fees and Expenses Other fees and expenses that clients are responsible for can vary significantly among clients based on the investments and types of transactions executed on behalf of clients, as well as what is permitted to be borne by the client pursuant to the specific advisory agreements for separately managed account clients or offering materials and governing documents applicable to collective investment vehicles. Clients and investors in collective investment funds should review such documents for precise information relating to the fees and expenses borne by a specific client account or collective investment vehicle. For example, a client’s custodian or prime broker charges a custodial fee and may also charge transaction or other fees for services it provides. In addition, the broker-dealers that we select or recommend to execute transactions charge a spread, commission or transaction fee, as the case may be, that an account pays. Further, clients are responsible, to the extent applicable, for other costs, fees, and taxes associated with transactions executed on their behalf, such as, but not limited to, withholding and transfer taxes, clearing and settlement charges, interest expenses, sales and use taxes, transfer and registration fees, or similar charges. More detailed information about our brokerage practices is found under “Item 12 - Brokerage Practices,” below, including the factors that we consider when selecting or recommending broker-dealers for client transactions, including the use of client commissions to acquire research and brokerage services. If a fund’s offering documents or a separately managed account client’s investment management agreement permit, we may add leverage to a client’s portfolio in the form of borrowing. In doing so, a client’s portfolio will incur interest expense on the borrowings used to leverage its positions. To the extent that a client engages in derivatives transactions that require initial margin, interest expense may be required to be paid on initial margin posted in the account’s favor. From time-to-time we engage outside counsel and financial advisors (including, without limitation, tax advisors and third-party valuation providers), with regard to matters relating to particular instruments held in client portfolios (such as, among others, a workout situation). Certain clients are contractually obligated to pay a proportionate amount of the fees of such counsel and financial advisors. We pay the balance of such fees not borne by those clients, which results in a benefit to our clients who are not contractually obligated to pay a portion of such fees. From time-to-time, certain clients may request that we pay certain costs and expenses relating to analytical services provided to the client accounts. Such clients do not incur any additional fees or expenses in instances where we agree to pay for such services. Investors in commingled investment vehicles are subject to their proportional share of the fund’s organizational and operating expenses, which, subject to each fund’s offering or similar document, typically include, but are not limited to: (i) its operation, administration and management, including, without limitation, the management fees and incentive allocations, fees and expenses of an administrator; (ii) investment expenses, such as expenses incurred in the buying, selling, packaging, structuring and holding of securities and other investments; (iii) legal expenses, including the costs of drafting and maintaining the operative agreements or other related documents; (iv) risk management expenses; (v) the fund’s insurance premiums; (vi) internal and external accounting expenses, including fees associated with the valuation or pricing of securities or other instruments in which the fund invests; (vii) audit and tax preparation expenses; (viii) consulting fees, custodian or prime broker fees, brokerage commissions, interest related to margin transactions, leverage and borrowing costs, any fees of the transfer agent and registrar, taxes imposed on the fund; and (ix) the cost of acquiring a surety bond and any extraordinary expenses. Collective investment vehicles that are feeder funds as part of a master-feeder structure indirectly bear the portfolio and other expenses of the master fund (including, without limitation, the types of expenses described above and the fees and expenses of such master fund’s administrator) pro rata based on the feeder fund’s interest in such master fund. Certain collective investment vehicles may also utilize trading vehicles or other special purpose

vehicles, and all portfolio and other expenses relating to such vehicles are borne by the collective investment vehicles, and in turn by such fund’s investors. If a fund’s offering documents or a separately managed account client’s investment management agreement permit, we may invest all or a portion of their assets in one or more collective investment vehicles. Such clients bear their proportionate share of the fund’s expenses in connection with such investments. When we invest on behalf of a client in a collective investment vehicle not registered with the SEC that is sponsored and/or managed by MacKay Shields, we do not receive a management fee, or incentive allocation (if applicable) from the investment fund with respect to those clients’ investments. Instead, such clients pay us a fee in accordance with the applicable offering document or investment management agreement, and which is typically based on all the assets of the client account, including the amounts invested in the collective investment vehicle. With respect to investments in collective investment vehicles that we do not manage, the management fee(s) paid to the third-party investment manager of such investment fund is in addition to the management fee payable to MacKay Shields. Termination for Separately Managed Accounts Unless otherwise specified in a client’s investment management agreement, our clients have the right to terminate our services any time without penalty. In the event of termination, we will prorate any fees to the date of termination and we will refund any unearned fees for those clients who paid in advance. Sale of Investment Products by Supervised Persons There will be instances where registered representatives of our affiliated broker-dealer NYLIFE Distributors LLC (“NYLIFE Distributors”), who in certain cases are employees of our Firm, recommend that a client or investor, or a prospective client or investor, invest in a collective investment vehicle sponsored and/or managed by MacKay Shields. When this occurs, neither MacKay Shields nor any of our supervised persons receive transaction-based compensation – whether asset-based sale charges, service fees or other direct payments – for the sales that result from these recommendations to the advisory client. However, MacKay Shields generally benefits from additional investments made in any such collective investment vehicle, given that management fees in these vehicles are based on a percentage of assets under management. See “Item 14 - Client Referrals and Other Compensation” below.

MacKay Shields offers a variety of fixed income strategies and solutions that clients can select depending on their investment objectives. Each of our Firm’s investment teams has their own distinct investment process. Below is a general summary of the investment strategies and the investment process of each of the teams and should not be understood to limit in any way our investment activities. Investment strategies may be available through separately managed accounts, wrap programs and/or collective investment vehicles. Clients for whom we provide separately managed account services may adopt investment guidelines, subject to our approval, that combine elements of the different investment strategies we offer. To the extent that the information in this Brochure conflicts with an investment management agreement or investment guidelines governing a separately managed account, the investment management agreement and investment guidelines will control. Investors or potential investors in collective investment vehicles should refer to the offering memorandum or prospectus for those funds for a description of the investment strategies and risks associated with those funds. The information contained in this Brochure is subject in its entirety to and superseded by the disclosure in such offering memoranda or prospectuses. Collective investment vehicles may be subject to restrictions on the types of investors who may invest. Nothing in this Brochure is intended as an offer to sell securities. Clients participating in a wrap program that MacKay Shields sub-advises should refer to the sponsor’s wrap fee program brochure for fee information and additional disclosures.

Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The investment decisions made and the actions taken will be subject to various market, liquidity, currency, economic, political and other risks and, as a result, investments may lose value. Material risks will vary based on the types of investments purchased for the relevant strategy. Please see “Material Risk Factors” below. Methods of Analysis and Sources of Information Our methods of investment analysis include economic and industry analysis, fundamental research concerning specific companies, securities and issuers, quantitative analysis, technical analysis and any other method that one or more of our investment personnel may deem appropriate from time-to-time. We may not utilize each of the described methods in connection with each investment strategy or with respect to particular portfolios. Our investment professionals obtain information from a variety of sources, including, without limitation:

Meetings and discussions with industry analysts and issuers;

Discussion of publicly available information with issuers and company personnel, on-site inspections and issuer sponsored meetings;

With respect to new issues and private placements, the underwriter or placement agent;

Discussion with a company’s customers, competitors and suppliers;

Computerized screening, evaluation, optimization studies and reports, trade journals and services, governmental publications, statistical summaries and analysis;

Reports from rating agencies, financial analysts and various news and industry sources, as well as on-line articles and periodicals; and

Such other sources as one or more of our investment personnel deem appropriate from time-to-time.

The investment guidelines for portfolios are generally monitored using security and issuer information that is obtained from external data providers and/or internal sources. We rely on the accuracy of the information obtained from the external data providers and our investment teams. For new issues, we initially rely on the accuracy of the information provided by the issuer and underwriter of the new issue. For the avoidance of doubt, absent specific written direction from a client, MacKay Shields is responsible for determining how to appropriately classify an issue or issuer for purposes of monitoring investment guidelines and reporting, including, without limitation, country and industry sector classifications. Such methods of classifications are subject to change in MacKay Shields’ sole discretion and without notice. Investment Strategies Our Firm has several investment teams that offer a variety of fixed income investment strategies and solutions. MacKay Shields’ investment teams are: Convertibles, Emerging Market Debt, Global Fixed Income, High Yield, and MacKay Municipal ManagersTM. Certain of our investment mandates are managed cooperatively by more than one investment team.

Convertible Investment Team The Convertible investment team seeks to maximize total return while protecting against downside risk. The team uses a bottom-up approach to identify the merits of convertible securities relative to the underlying common stocks. The team’s analysis of a convertible security involves, among other considerations, assessing the issuer’s fundamental business and financial statements, estimating a reasonable valuation for the issuer’s common shares, and the merits of the convertible security as a vehicle through which an investor can participate in the potential appreciation of the issuer’s common shares. In addition, by analyzing the security’s bond features, the team seeks to assess the level of downside protection inherent in the security should the

common shares decline in value. Such analysis would include scrutinizing a bond’s put and call features, the bond’s maturity date and the debt structure, asset value, cash flow and fixed obligations of the issuer. The investment team also analyzes the underlying stock volatility, and the value of the securities without the convertibility feature. The combination of evaluating downside and upside potential for each convertible, in conjunction with convertible valuation models and fundamental analysis of the convertible’s underlying equity securities, is a hallmark of the investment team’s investment approach. The Convertible investment team may take into account a convertible valuation model, which is a bond and option valuation model that determines the theoretical values of the convertibles based on the price movement of the underlying common stock. It may also utilize third-party models. Buy and sell decisions are based on both quantitative factors and fundamental judgment. If in the judgment of the Convertible investment team, a convertible no longer has an attractive risk/reward profile, or if the investment team believes that company fundamentals are deteriorating, the security may be sold.

Emerging Market Debt Investment Team The Emerging Market Debt investment team is comprised of investment personnel employed by NYL Investments UK LLP, an affiliate of MacKay Shields, who have been appointed as dual-hatted officers of MacKay Shields to provide investment management services to clients of MacKay Shields. For additional information please see “Item 10 - Other Financial Industry Activities and Affiliations” below. The Emerging Market Debt investment team incorporates a top down and bottom-up approach, driven by disciplined fundamental research, and is tailored to clients’ risk tolerance and constraints. The opportunity set is defined with an emphasis on liquidity and left-tail risk mitigation. As a starting point the team will typically eliminate smaller issuers and issuers with the weakest credit quality. The research process consists of three concurrent pillars: Sovereign research, which is the cornerstone of the team’s approach, global macro analysis and corporate credit analysis. The global macro pillar focuses on exogenous developed-market and global forces influencing emerging market debt performance. The macro pillar drives top-down portfolio risk budgeting and informs high-level asset class allocation as well as country weights in the portfolio. The sovereign research pillar focuses on idiosyncratic, country-specific factors. This analysis drives top-down country weights and bottom-up sovereign security selection. Sovereign analysis frequently also feeds into corporate security selection. The corporate credit research pillar uses a proprietary quantitative model to help prioritize the team’s resources with respect to sovereign, sector or idiosyncratic credit analysis. When putting forward a security selection idea for debate, credit analysts will model how each new idea will impact portfolio risk. This seeks to avoid undesired exposures to certain factors or excessive concentration in regions or countries. If permitted by a client’s investment guidelines and subject to appropriate accounts being opened with third parties, certain of the investment strategies managed by the Emerging Market Debt investment team may use derivatives, including, but not limited to, Treasury futures and currency forwards or may involve shorting instruments such as Treasury securities.

Global Fixed Income Investment Team The Global Fixed Income investment team (“GFI”) incorporates an integrated top-down and bottom-up approach in the decision-making process. The team’s philosophy is rooted in the belief that debt markets do not reward for inappropriately high levels of risk, and therefore, the team seeks to identify and mitigate uncompensated risk while seeking diversified sources of excess return. The top-down element of GFI’s investment process incorporates an analysis of the important economic underpinnings of the market’s risk cycle. The investment team believes that monetary policy, as influenced by central bank actions, is a significant contributor to credit creation and an important driver of the inflection

points in the market cycle. However, monetary policy alone is not the only driver of credit and therefore careful attention is paid to other influencing factors. The bottom-up component of the investment team’s investment process feeds into its macro analysis to help identify significant changes in financial market conditions, real economic developments, and available credit. Individual credits are run through a multi-factor analysis of financial and non-financial risk characteristics seeking to gain a complete picture of the credit profile of an issuer. In the case of securitized assets, the team conducts a thorough evaluation of an issuer’s underwriting standards, analyzes the level of credit enhancement, the strength of the servicer and the quality of the underlying collateral. Sovereign investments are influenced by a country’s current account, rate of economic growth, level of inflation, amount of foreign reserves, political stability and bankruptcy laws to evaluate the attractiveness of the cost of debt of each country relative to the risk factors identified. When Investment opportunities are analyzed for possible inclusion into a portfolio, the investment team looks to accomplish two important goals: (1) quantify the downside risk; and (2) measure the upside potential in a relative value context. Bottom-up research complemented with a top-down macroeconomic overlay can help identify those securities having the most attractive risk/return profiles. Given the asymmetric risk-return profile of certain investments, the team believes a strong focus on downside protection in the pursuit of diversified sources of excess return is required to invest successfully in the market. The Global Fixed Income investment team has established various forums that meet regularly to discuss specific investments, asset allocation and portfolio exposures in the context of these important risk factors. MacKay Shields and NYL Investors LLC (“NYL Investors”), an affiliate of MacKay Shields, entered into a research sharing agreement and GFI and the Fixed Income Investors team (“FII”) of NYL Investors utilize a unified research team that produces research for both groups. Investment research, including issuer analyses and recommendations, is shared contemporaneously among GFI and FII pursuant to the NYLIM Shared Research Policy and related Information Barrier and Material Nonpublic Information Governance policies. Additionally, certain personnel of GFI have been appointed as dual-hatted officers of NYL Investors, and certain personnel of FII of NYL Investors have been appointed as dual-hatted officers of MacKay Shields, including portfolio management, research, and trading personnel. For additional information please see “Item 10 Other Financial Industry Activities and Affiliations” below. If permitted by a client’s investment guidelines and subject to appropriate accounts being opened with third parties, certain of the investment strategies managed by GFI may use derivatives, including, but not limited to, Treasury futures, Credit Default Swaps and currency forwards, or may involve shorting instruments such as Treasury or corporate securities.

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We provide discretionary investment management services primarily to institutions, such as SEC-registered investment companies and other collective investment vehicles, insurance companies, corporate pension funds, endowments and foundations, Taft-Hartley plans, wrap fee programs, non-U.S. collective investment vehicles, non-U.S. clients and high net worth clients. We manage collective investment funds and separate accounts for our affiliates. See “Item 5 - Fees and Compensation,” above, and “Item 10 - Other Financial Industry Activities and Affiliations,” below.

MacKay Shields receives performance-based fees in connection with the advisory services we provide to clients in a manner designed to comply with Rule 205-3 under the Advisers Act. Managing accounts that have a performance-based fee at the same time that we manage accounts that only have an asset-based fee is commonly referred to as “side-by-side management.” This creates a conflict of interest by giving us an incentive to favor those accounts for which we receive a performance-based fee because we will receive a higher fee if their performance exceeds a designated target or benchmark. It is our policy not to favor the interest of one client over another. We address the conflicts of interest created by “side-by-side-management” by having a Trade Allocation Policy designed so that all client accounts will be treated fairly and reasonably and no one client account will receive, over time, preferential treatment over another. In addition, it is our policy that we will not permit cross trades between clients unless the portfolio manager instructing the trade deems it in the best interest of both clients at the time and obtains compliance approval of the transaction. Furthermore, we have short sale procedures that require pre-approval of certain short sales and restrict certain short sales. It is MacKay Shields’ goal to provide individualized treatment and customized solutions to our clients and we cannot ensure that in every instance an investment will be allocated on a pro-rata basis. Based on the factors listed below, among others, there will be instances in which we allocate a transaction only to certain of the accounts eligible to participate, allocate a larger or smaller portion of a transaction to an account or group of accounts than to other accounts participating in the transaction, or exclude certain accounts from participating in a transaction that may be suitable for the account(s).

When determining which accounts will participate in a trade, we will consider various criteria which may include, but are not limited to: (i) client cash limitations; (ii) actual and anticipated or potential account inflows and outflows; (iii) duration and/or average maturity; (iv) credit ratings and anticipated credit ratings; (v) account size, deal size, trade lots; (vi) processing costs; (vii) existing exposure to an issuer or industry type, and other concentration limits; (viii) specific investment objectives, investment guidelines and anticipated guidelines changes; (ix) regulatory requirements and/or tax considerations; (x) borrowing capacity; and (xi) other practical limitations. If an order is filled in its entirety, it will generally be allocated among clients in accordance with the target allocation. If the order is partially filled, it will typically be allocated pro-rata based on the target allocation methodology, subject to the considerations described in the preceding paragraph, unless that would be impractical. If in our judgment or as a result of factors described above, the amount that would then be allocated to an account would not be suitable or be too small to properly manage, that account may be excluded from the allocation. We have determined that pre-allocating fixed income trades based on predetermined allocation amounts is not feasible or practicable for all instances given the nature of their respective markets and client requirements, or the information limitations specific to a deal. In those cases, an allocation will be made promptly following execution but generally no later than the end of the trading day. Such orders will be based upon the criteria noted above and will not unfairly discriminate against or advantage one account over another over time. More detailed information about our allocation and aggregation practice is found under “Item 12 - Brokerage Practices,” below.

The following relationships or arrangements with related persons are material to our business and have the potential to create conflicts of interest: Ownership, Management and Compensation MacKay Shields is a wholly-owned subsidiary of NYLIM Holdings, which in turn is a wholly-owned subsidiary of NYLIC. Our Board of Managers includes certain senior executives of NYLIC and NYLIM and their affiliates. In addition, certain non-investment functions consist of employees of, or are otherwise supported by resources and services of, NYLIM and NYLIC.

MacKay Shields has established and controls various entities whose purpose is to serve as the general partner, managing member, or equivalent role of commingled investment vehicles managed by MacKay Shields or its affiliates. Certain MacKay Shields senior employees are Directors or officers of such entities and/or of investment vehicles sponsored and/or managed by MacKay Shields. MacKay Shields does not receive compensation for providing access to such personnel from these entities. Some of our employees are officers and/or, directors of NYLIC, NYLIM or other affiliated companies. Some of our employees are also directors of certain investment funds not registered with the SEC that we or our affiliates sponsor. In addition, some of our senior employees participate in various committees of NYLIM. Such employees do not receive additional compensation for providing such services. Employees whose total compensation exceeds a pre-defined threshold may elect to have MacKay Shields allocate up to two-thirds of their long-term incentive compensation to track the investment returns of one or more registered investment companies for which we or an affiliate act as adviser or sub-adviser, or private funds not registered with the SEC for which we or an affiliate act as investment adviser. Such investments will be made directly by MacKay Shields in its own name, and applicable employees will not have any ownership interest in such funds in connection with the long-term incentive compensation program. The portion of their long-term incentive compensation that tracks the investment returns in such registered and non-registered investment funds is subject to gains and losses based on the performance of those investment funds. This creates a conflict of interest as certain employees may have an incentive to favor investment funds in which a portion of their long-term incentive compensation has been invested when allocating investment opportunities. If such favoritism were to occur, it might lead to better performance results for such funds to the detriment of other accounts, which may ultimately result in higher compensation for such employees. MacKay Shields has policies and procedures in place, such as its Trade Allocation and Material Non-public Information (“MNPI”) Policies, which are designed to address these conflicts of interest. Notwithstanding the above, Mackay Shields exercises independent judgment in the management of our clients’ investments. MacKay Shields claims exemptions to the Commodity Pool Operator and Commodity Trading Advisor registration categories under the Commodity Exchange Act of 1936, as amended. Similarly, certain investment funds not registered with the SEC for which we or our affiliates, may act as general partner, managing member, or equivalent role of, claim available exemptions to the Commodity Pool Operator category under the Commodity Exchange Act of 1936, as amended. Investment Management Relationships Involving Affiliates MacKay Shields currently acts, or in the future is expected to act, as investment manager, investment adviser, or sub-adviser for:

Accounts as to which NYLIC, NYLIM, NYL Investors, the New York Life Foundation, or their affiliates advise, sponsor, act as trustee, or have a substantial interest, including portions of the general accounts of NYLIC and its affiliated insurance companies;

Investment funds belonging to the NYLI family of funds that include, The NYLI Funds, NYLI VP Funds Trust, NYLI Funds Trust, as well as open-end registered investment companies for which NYLIM is the investment adviser and administrator and NYLIFE Distributors acts as principal underwriter and distributor;

Closed-end registered investment companies for which NYLIM is the investment adviser and administrator and NYLIFE Distributors acts as principal underwriter and distributor;

ETFs belonging to the NYLI ETF Trust, where NYLIM acts as the advisor and NYLIFE Distributors provides certain distribution-related services to the Trust;

UCITS funds for which an affiliate is the investment adviser and/or controls the management company.

Investment funds not registered with the SEC for which we, our affiliates, or senior officers of any of the aforementioned entities may act as general partner, manager, investment advisor, sponsor or otherwise have a substantial interest;

Wrap fee programs with respect to which NYLIM provides advisory services; and

Accounts that are investment vehicles for insurance products sponsored by NYLIC (or its affiliated insurance companies) or that are subject to contractual insurance arrangements with NYLIC (or its affiliated insurance companies).

Conflicts may arise as to the allocation of investment opportunities among those clients and our other clients that provide an incentive for us to favor those clients. Also, where the client is an account that serves as an investment vehicle for an insurance product sponsored by NYLIC (or its affiliated insurance companies) or that is contractually insured by NYLIC (or its affiliated insurance companies), we may have an incentive to manage the account in a manner that may mitigate the risk of insuring the account but which reduces its return potential. We have adopted a Trade Allocation Policy designed so that trades are allocated among client accounts in a fair and reasonable manner and that no one client account will receive over time preferential treatment over another. For more information regarding these policies and procedures, see “Item 6 Performance-Based Fees and Side-by-Side Management,” above, “Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” below, and “Item 12 - Brokerage Practices,” below. NYLIC will from time-to-time enter into agreements with an unaffiliated party under which its general accounts will provide purchase commitments for loans or other assets that are expected to be sold to market participants in syndicated or similar financing transactions. Under these purchase commitments, the general accounts may be required to purchase a loan or other asset from the unaffiliated party at an agreed price if the related transaction is not sold to market participants at or within specified economic parameters. NYLIC receives a fee for its purchase commitment. The New York Life general accounts and clients of MacKay Shields expect to purchase these loans or other assets, subject to MacKay Shields’ policies and procedures described herein. MacKay Shields determines whether a client should participate in a particular transaction based on account-specific considerations and independently of any obligation of New York Life. Nonetheless, MacKay Shields faces potential conflicts of interest in deciding to invest clients in these transactions because the investments indirectly reduce the likelihood of any purchase by the New York Life general accounts under these purchase commitments. In addition, in connection with these agreements NYLIC and certain MacKay Shields’ clients may receive preferred opportunities to participate in other transactions. Not all MacKay Shields’ clients are expected to be eligible to receive preferred opportunities to participate in such transactions. MacKay Shields has adopted procedures that are intended to mitigate the potential conflicts of interest related to transactions where the general accounts have provided a purchase commitment for other loans or other assets. Pursuant to those procedures, clients likely will not participate in some of these transactions, and some clients likely will not participate in any of these transactions, where the general accounts have provided a purchase commitment MacKay Shields and NYL Investors entered into a research sharing agreement and GFI and FII utilize a unified research team that produces research for both groups. Investment research, including issuer analyses and recommendations, is shared contemporaneously among GFI and FII pursuant to the NYLIM Shared Research Policy and related Information Barrier and MNPI Governance policies. Additionally, certain personnel of GFI have been appointed as dual-hatted officers of NYL Investors, and certain personnel of FII of NYL Investors have been appointed as dual-hatted officers of MacKay Shields, including portfolio management, research, and trading personnel. The sharing of research and the involvement of personnel across affiliated investment advisers create potential conflicts of interest. For example, affiliated advisers may form similar investment views and independently transact in the same issue or issuer, including on the same trading day or at or around the same time, which could affect market prices, liquidity, or execution outcomes, particularly in less liquid markets, and may result in certain clients receiving less favorable prices or executions than others.

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Code of Ethics MacKay Shields has a fiduciary relationship with our clients that requires that we and our employees place the interests of our clients first and foremost. As such, we have adopted the Code of Ethics (the “Code”) of NYLIM, which covers all employees and sets forth guidelines that promote ethical conduct generally. In addition to the Code’s policies regarding personal securities trading, the Code requires our employees to follow various policies and procedures relating to the conduct standards of our Code. Employees are also required to adhere to New York Life’s Integrity – Standards of Business Conduct Policy, conflicts of interest, MNPI and information barriers, electronic communications and social media, gifts and entertainment, personal political contributions, foreign corrupt practices, and selective disclosure of portfolio holdings. While we permit our employees to engage in personal securities transactions, we recognize that these transactions raise potential conflicts of interests in certain circumstances. This is particularly true when they involve securities owned by, or considered for purchase or sale for, a client account. We address potential conflicts of interests in our Code by requiring that, with regard to investments and investment opportunities, our employees’ first obligation is to our clients. Our Code requires that all of our employees adhere to the highest duty of trust and fair dealing. All employees: (i) must conduct their personal securities transactions in a manner that does not interfere with any client’s portfolio transactions, or take inappropriate advantage of an employee’s relationship with a client; (ii) may not trade while in possession of MNPI; (iii) may not engage in short-term trading (the purchase and sale or sale and purchase within 30 days) of any mutual fund advised or sub-advised by us or an affiliated adviser; and (iv) must certify annually to compliance with the Code and related policies. Some provisions of our Code, particularly with respect to personal trading, apply only to Access Persons and Investment Personnel. Access Persons are defined as officers or directors of MacKay Shields, or employees who have access to non-public information regarding any client’s purchase or sale of securities, or who have non-public information regarding the portfolio holdings of any client account that we advise. Investment Personnel are defined as employees who, in connection with their regular functions, participate in making recommendations regarding the purchase or sale of securities for client accounts (i.e., portfolio managers, traders and analysts). Access Persons and Investment Personnel are required to adhere to certain guidelines and restrictions with respect to personal trading. A copy of our Code is available to clients and prospective clients upon request. Material Non-Public Information/Information Barrier MacKay Shields and certain affiliates may receive material non-public information (“MNPI”) under varying circumstances (for example, in connection with private transactions, creditor or lending activities, or confidentiality arrangements). MacKay Shields and its affiliates maintain policies and procedures reasonably designed to prevent the misuse of MNPI, including information barriers designed to limit the dissemination of MNPI and to manage trading-related issues between private markets investment personnel (“Private Investment Teams”) and public markets investment personnel (“Public Investment Teams”). As a result of these information barriers and related controls such as restricted lists and walling-off procedures where appropriate, the Public Investment Teams generally do not have access to MNPI held by the Private Investment Teams, and the Private Investment Teams generally do not have access to MNPI held by the Public Investment Teams. Subject to applicable legal, contractual, and confidentiality restrictions, these teams may share certain general information that does not constitute MNPI, such as broad market, macroeconomic, sector, or industry observations, and may communicate as needed for client reporting, enterprise risk monitoring, and operational matters. However, MNPI is generally not shared across these teams, and issueror security-specific information generally is not discussed. These controls may restrict the ability of MacKay Shields, its affiliates, or their personnel to transact in certain securities or investments for some accounts for

periods of time, and MNPI may not be shared across teams even if it could be beneficial to other accounts. Additionally, MacKay Shields and our affiliates also maintain policies and procedures reasonably designed to prevent the misuse of MNPI in connection with transactions when certain personnel of NYLIC or its affiliates receive information that may constitute MNPI. If we are in possession of MNPI, we are not obligated and may not be permitted to communicate any such information to or for the benefit of our clients or disclose that we are restricted from trading in a particular security or otherwise to act on the basis of any such information in providing services to clients. We may also from time-to-time be subject to limitations on trading in the securities of certain issuers as a result of our clients’ holdings or those of our affiliates and their clients. From time-to-time our investment personnel may serve on the board of directors, a creditors’ committee, a bondholders’ committee, or similar group associated with an issuer whose securities or other instruments are held in client accounts. This is typically the result of the issuer engaging in a potential refinancing transaction, bankruptcy filing, or reorganization proceeding. MacKay Shields, individually as investment adviser or with other investment advisers or bondholders, may also correspond and enter into discussions and negotiations with issuers, trustees, sponsors, advisors, and/or other parties relating to defaults and alleged defaults by issuers and other parties under the indenture agreements or other documents governing investments held by our clients. As a member of such a committee or engaging in such discussions or negotiations, or as a result of investing in certain securities or assets, we may acquire material non-public information, which may result in restrictions on trading. Investment professionals with material non-public information are prohibited from acting on the basis of any such information in providing services to clients. We may also refrain from receiving material non-public information or from serving on a board of directors, creditors’ committee or bondholders’ committee or engaging in such discussions or negotiations in order to avoid restrictions on trading in other securities of the same issuer, even if such material non-public information might otherwise be relevant to our investment decisions. Participation or Interests in Client Transactions Our employees, their immediate family members, and our affiliates may own and transact in securities that we purchase or sell for our clients, or various instruments of the same issuer. The investments in such issuers could have different rights, for example in the event of a default or restructuring on the part of the issuer, or as a result of a bankruptcy proceeding. These securities include long-term and short-term debt and equity and private securities, and other instruments such as bank loans. The investment strategy for certain clients includes transacting in different securities of the same issuer, different tranches of the same issue or the same issue denominated in different currencies, in the client account. We may also make investments for our clients in transactions where the NYLIC general accounts have material and different economic interests. We may purchase a security for one client and sell the same security for another client. Potential conflicts between client accounts are addressed through our procedures for allocating portfolio transactions and investment opportunities, as described under “Item 12 - Brokerage Practices,” below. In the course of performing investment management services, we may also purchase or sell for our clients’ securities or other investment instruments in which other clients, our affiliates, or the clients of our affiliates have a material financial interest. These practices create conflicts of interest relating to the allocation of limited investment opportunities between affiliated and unaffiliated accounts, allocation of investment opportunities to accounts that pay a performance fee, using information regarding transactions in affiliated accounts to benefit other accounts and placing trades for certain accounts before or after trades for other accounts to take advantage of (or avoid) market impact. It is our policy not to favor the interest of one client over another. We address the conflicts of interest created by management of affiliated and unaffiliated accounts by having a Trade Allocation Policy designed so that trades are allocated among client accounts in a fair and reasonable manner and that no one client account will receive over time preferential treatment over another. In addition, it is our policy that we will not permit cross trades between clients unless the portfolio manager instructing the trade deems it in the best interest

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Selection and Compensation of Broker-Dealers When we select or recommend a broker-dealer for transactions in our clients’ accounts, we weigh a combination of criteria regarding the broker-dealer and the reasonableness of its compensation. The factors we may consider in selecting a broker-dealer and determining the reasonableness of its compensation include:

The broker-dealer’s quality of executions, which includes the accuracy and timeliness of executions, clearance of transactions and error/dispute resolution.

The broker-dealer’s ongoing reliability and speed with which transactions are executed.

The broker-dealer’s integrity and its ability to handle transactions and maintain the confidentiality of trading activity and information.

The broker-dealer’s reputation, financial condition, disciplinary history and stability.

The broker-dealer’s compensation, which includes net prices paid or received, negotiated commission rates available and other current transaction costs (e.g., brokerage commission or a mark-up or markdown). When we evaluate the broker-dealer’s compensation, we consider its ability to execute a security transaction in the desired volume, the security price or the spread between the bid and ask prices of the security (fixed income instruments), and the size of a particular security order.

The broker-dealer’s ability to provide access to securities in underwritten offerings and in the secondary market, its willingness to commit its own capital, its trading expertise and market knowledge, and the nature and frequency of its coverage in terms of providing market outlook, quotes on specific securities and sector research.

The broker-dealer’s block trading and block positioning capabilities and ability to execute difficult or complex transactions.

The broker-dealer’s responsiveness to our Portfolio Managers, Traders, and investment operations personnel.

The nature of the research created or developed by the broker-dealer, which is called “proprietary research” – except where the research results in a mark-up or mark-down of a fixed income security.

The broker-dealer’s access to research that the broker-dealer itself has not created or developed, which is called “third-party research.”

The value and quality of the research and other products and services other than brokerage services that we receive from the broker-dealer or that the broker-dealer pays for (either by cash payments or commission).

Regulatory, legal and macro-economic matters that may affect the broker-dealer.

When selecting broker-dealers to execute transactions, we seek the best overall execution. In our experience, neither the lowest transaction cost nor the most expeditious execution necessarily correlates to the best trade for the client. In foreign markets, including those where we regularly purchase and sell securities for clients, commissions and other transaction costs are often higher than those charged in the United States. In addition, we may not have the ability to negotiate commissions in some of these markets. You should also note that services associated with foreign investing, including, but not limited to, custody and administration, are generally more expensive than in the United States. Certain investment professionals serve in a dual role and will act in a portfolio manager and trader capacity. In these instances, the same individual will regularly make the investment decision, create the order in the trade order management system, and execute the order. We have separate investment teams, and certain investment teams compete with each other for the same or similar investment opportunities. In most instances, the broker-dealer will determine the allocation to each team. Where investment opportunities in certain securities and asset classes are limited, a client may not receive an allocation or as large an allocation in respect of limited investment opportunities as it might otherwise receive in the absence of such competition. This can be particularly acute if the market for the securities is illiquid or the supply limited. Our traders typically do business with broker-dealers who are listed as currently approved brokers-dealers, except where clients have limited or designated specific broker-dealers by appropriate language and such change has been approved by our Firm’s Chief Compliance Officer or the General Counsel, or their designee. There may be instances when an investment team may request to transact with a broker-dealer not currently approved. In these instances, the Chief Compliance Officer, the General Counsel, or their designee may grant an exception, subject to certain conditions being met. We typically effect transactions in over‐the‐counter (“OTC”) instruments directly with principals or market makers by paying a mark‐up within the spread of the bid and ask prices of the security and without incurring a commission charge. In addition, we may affect transactions in OTC securities on an agency basis when liquidity permits. The purchase price of an OTC security acquired in an agency transaction could include compensation to the broker‐dealer in the form of a mark‐up, relative to the broker‐dealer’s original cost in addition to a commission. MacKay Shields has policies and procedures in place to limit and monitor gifts and entertainment received from third parties, including broker‐dealers that do business with MacKay Shields or wish to do business with MacKay Shields. MacKay Shields’ Brokerage Committee routinely reviews its broker‐dealers and its efforts to seek best execution in light of current market circumstances and other available information. Soft Dollar Benefits, Proprietary Research MacKay Shields does not have any soft dollar arrangements. MacKay Shields does, however, receive, without cost and unrelated to the execution of transactions, a broad range of research services from brokers we transact with, including information on the economy, industries, securities and individual companies,

statistical information, market data, complimentary attendance at industry conference and events, access to company management, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information that may affect the economy and/or security prices. We may also pay brokers and their affiliates for certain specialized data and services, such as benchmark information, that are also unrelated to the execution of securities transactions. The research, information and services furnished by these brokers are useful in varying degrees and may be used in servicing our clients. No formula has been established for the allocation of business to such brokers. MacKay Shields consults with paid (or unpaid) industry experts as part of the Firm’s research process. Brokerdealers may also arrange for such meetings. Procedures are in place to monitor the conflicts associated with using such services. MacKay Shields receives a benefit in connection with the research provided by certain broker-dealers because we do not have to produce or pay for the research ourselves. As a result, we may have an incentive to select or recommend a broker-dealer based on our interest in receiving the research, rather than on our clients’ interest in receiving the most favorable execution of trades. In general, proprietary research furnished by broker-dealers through which we trade is used for the benefit of our clients as a group and not solely or necessarily in all cases for the benefit of the particular client whose trades are handled by the broker-dealer who provides such services. We review the reasonableness of commission and other transaction costs incurred by our clients in light of the facts and circumstances we deem relevant from time-to-time, including information furnished by our traders. Proprietary research that results in a mark-up or mark-down of a fixed income security will not be a factor considered when seeking to execute a transaction with a broker-dealer. Brokerage for Client Referrals MacKay Shields has formal and/or informal arrangements in place with brokers and/or affiliates of brokers who market our investment strategies and/or products or otherwise make our investment strategies and/or products available to their respective clients. If we pay a cash fee to anyone for soliciting clients or investors in private funds on our behalf (such persons, “promoters”), we comply with the requirements of Marketing Rule, to the extent that they apply. In certain circumstances, MacKay Shields or our clients compensate these brokers or their affiliates in connection with these arrangements (including, for example, a placement agent fee). In selecting or recommending broker-dealers or other counterparties with whom to execute client transactions, we do not consider a broker-dealer or counterparty’s referral of clients to us or to investment funds that we, our related persons or third parties, sponsor or manage. Nonetheless, this practice creates a conflict of interest because we have an incentive to select or recommend a broker based on our interest in receiving client referrals. The allocation of transactions to brokers who (or that have affiliates who) market or otherwise make our investment strategies or products available to their clients is subject at all times to our obligation to obtain best execution. Directed Brokerage At a client’s request, we may direct trades to broker-dealers or other counterparties, including Futures Commission Merchants. In return for the client’s commissions on the transactions, the broker typically provides services directly to the client or pays for certain expenses of the client. A client may also direct us to execute transactions to a specified broker to generate broker commissions in return for which the broker “refunds” a portion of the commission directly back to the client (i.e., “Commission Recapture”). We will not execute directed brokerage transactions on behalf of any client account without written authorization from the client. For all ERISA accounts, these arrangements must be for the “exclusive benefit” of the account directing such brokerage and may not benefit a plan fiduciary. The ERISA plan may be rebated in cash or have the broker pay certain administrative expenses of the plan. We retain the right to refuse to engage in a directed brokerage arrangement where the personnel involved in the management of such client account(s) have concerns about obtaining best execution. It is important to note that when we satisfy a client’s request to direct brokerage, we may not be able to achieve best execution for that client. Clients who direct us to execute their trades with, or restrict our ability to execute

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We have entered into and anticipate that in the future we will enter, into solicitation, referral, and servicing agreements with affiliates and unaffiliated solicitors under which we pay affiliates or third parties a percentage or portion of the compensation we receive on the accounts they solicit, refer or service. Please see “Item 10 - Other Financial Industry Activities and Affiliations,” above, for a description of solicitation, referral and service arrangements we have with our affiliates. If we pay a cash fee to anyone for soliciting separately managed clients or investors in a private fund we manage, we follow procedures reasonably designed to comply with the requirements of the Marketing Rule, to the extent applicable. We will not charge any client any other amount for the purpose of offsetting our cost of obtaining an account through a promoter. For certain of our employees referring client accounts to us or our affiliates is a factor that is considered in determining their annual compensation. This creates a conflict of interest as certain employees could have an incentive to recommend or use the investment services or products of our affiliates over third parties that do not pay us fees for recommending their products and services. We may also pay our affiliates compensation for introducing client accounts to us or providing services relating to our clients, which compensation does not increase the advisory fees or costs payable by the client. NYLIFE Distributors and unaffiliated third parties act as placement agent for certain of our investment funds not registered with the SEC (i.e., private funds) for which we act as investment adviser or investment subadviser. We pay such placement agents a portion of the compensation we receive from the investor referred by the placement agent. In some cases, investors who invest in certain of our private funds through a thirdparty placement agent pay a management fee that is higher than the management fee they would have paid if they had not invested through such placement agent. Where NYLIFE Distributors is the placement agent, our employees who are registered representatives of NYLIFE Distributors may be responsible for the sale of interests in these private funds. The sale of interests in these private funds by employees that are registered representatives of NYLIFE Distributors, is a factor that is considered in determining their annual compensation.

There are no legal or disciplinary events involving MacKay Shields that are material to our advisory business or to the management of client accounts to report.

Our Portfolio Managers and Client Services team review client portfolios on a regular basis in light of client objectives and guidelines and in response to market events and the portfolio management team’s general policies and strategies. In addition, investment teams meet regularly to consider economic, market and general investment matters not related to specific client accounts. We have several tools at our disposal to assess and monitor overall compliance of managed portfolios with their stated investment objectives and restrictions. There are both manual and automated supervisory and compliance review procedures in place to monitor accounts. We have a front-end and back-end compliance system that has automated controls to help review investment transactions to confirm they are made in accordance with client investment mandates. We have also developed exception reports to assist in performing next day reviews. Separately managed account clients (and/or their designated agent) typically receive a comprehensive quarterly reporting package that typically includes, but is not limited to, performance and comparative benchmark returns, a detailed summary of transactions and holdings, and market and portfolio commentary. Upon request, separately managed account clients may receive similar reporting packages on a monthly basis. Customized reports may also be provided upon request. We conduct periodic meetings with clients of separately managed accounts (or their designated agent), as well as advisers of registered and non-registered investment funds for which we act as sub-adviser, to discuss

the market, portfolio(s), and outlook. In general, at least one member of the investment team and one member of the client group participate in these meetings. We also may report to the advisors and/or boards of the investment funds we advise, which may include a variety of materials concerning the portfolios, including the materials made available to fund investors. We review client portfolios no less frequently than monthly for the purpose of reconciling our records of our clients’ account holdings with those of their custodian banks. In addition, on a daily or weekly basis, we review client accounts for purposes of reconciling cash balances.

We or an affiliate may, among other things, act as general partner, manager, managing member, sponsor, trustee, director or in a similar capacity, to investment funds not registered with the SEC for which we serve as investment adviser. Such powers may cause us to be deemed to have custody of the private investment fund’s assets for purposes of the Rule 206(4)-2 under the Investment Advisers Act of 1940, the SEC’s Custody rule (“Custody Rule”). Accordingly, to meet the requirements of the Custody Rule, investment funds not registered with the SEC that we sponsor are typically subject to an annual audit in accordance with Generally Accepted Accounting Principles (GAAP) conducted by an independent public accountant registered with the Public Company Accounting Oversight Board (PCAOB) and the audited financial statements are distributed to investors in such investment funds not registered with the SEC within 120 days of the end of the funds’ fiscal year. MacKay Shields generally does not act as custodian or otherwise take or retain possession, custody, title or ownership of holdings of client accounts. However, in certain instances, MacKay Shields may be deemed to have custody of client assets, other than as described in the preceding paragraph. As required by the Custody

Rule, MacKay Shields has engaged a qualified independent accounting firm to conduct an annual surprise examination on the client accounts over which MacKay Shields is deemed to have custody. Other than investment funds for which we or an affiliate act as general partner, manager, managing member, sponsor, trustee, director or in a similar capacity, clients select their own qualified custodians, such as banks or brokerdealers, to maintain client assets. Clients typically receive account statements directly from their custodians and/or from their custodian banks’ accounting departments. Clients should carefully review those statements. In addition, clients typically receive account statements from us. When a client receives an account statement from us, such clients are encouraged to compare them to the account statements received from their custodian and/or custodian bank accounting department. There may be differences in market values between our account statements and the custodian’s account statement for various reasons. For example, we and the custodian may use different pricing sources to value securities held in portfolios. Other differences can occur because we and the custodian may generate account statements on different dates (such as on a trade date versus settlement date basis) or may be due to the custodian’s policies for handling certain assets or changes in the values of certain assets.

We primarily manage clients’ assets on a discretionary basis. The investment management agreements, or similar agreements, between MacKay Shields and our clients describe the level of investment discretion we have and the investment guidelines associated with those investment agreements specify the types of investments permitted for the account and often place limits on the amount of investments in issuers or industries that we can purchase for the account. Clients who have separately managed accounts with us can change these restrictions by amending their investment agreements or investment guidelines, or by other written instructions. When we act on behalf of a collective investment vehicle, our authority to select the identity and amount of securities to be bought or sold is limited by that collective investment vehicle’s offering and governing documents. For clients participating in securities lending programs, security recall provisions may interfere with, or prohibit, our ability to pursue certain investment opportunities, or represent such clients in certain matters, such as cooperation agreements, restructuring negotiations and ad-hoc committees. In these and similar circumstances, we may not, or may be unable to, act on such investment opportunities and matters. Our portfolio managers, client service and operations representatives, and legal and compliance personnel participate in the review of investment guidelines before we begin managing a client’s account, as well as each time that a client proposes amendments thereto.

Typically, the investment management agreements will state whether or not MacKay Shields is authorized by the client to vote proxies with respect the securities in an account. MacKay Shields has adopted a Proxy Voting Policy reasonably designed to ensure that, where clients have delegated proxy-voting authority to MacKay Shields, proxies are voted in the best interest of our clients without regard to our interests or the interests of our affiliates. MacKay Shields has retained a third-party proxy voting service provider (the “Provider”) to vote proxies for client securities using approved guidelines (the “Guidelines”). MacKay Shields may deviate from the Guidelines in certain circumstances, including (1) when designated personnel, including portfolio managers, believe it is in the best interest of the client to vote otherwise, (2) when instructed by a client to use client-specified proxy voting guidelines, and (3) when a client has retained voting authority for an account. When our personnel determine it is in the best interest of a client to vote at variance with the Guidelines, Compliance reviews the request to determine whether any potential material conflict of interests exist between us and our clients. If a potential conflict exists, Compliance refers the override requests to our Compliance Committee for appropriate resolution. The Compliance Committee considers the facts and circumstances of the potential conflict and determines how to vote. A material conflict of interest will likely also exist when we manage a separate account, a fund or other collective investment vehicle that invests in an affiliated fund and we receive a proxy for the affiliated fund. MacKay Shields has adopted the Proxy Voting Policy to mitigate such

conflict of interest by voting in accordance with the Guidelines. If no Guidelines are available, we will vote in accordance with the recommendation of the Provider. If the Provider has not provided a recommendation we then will address the conflict by “echoing” or “mirroring” the vote of the other shareholders in those underlying funds. Generally, MacKay Shields is not responsible for voting and does not vote proxies for clients in wrap fee programs, nor does MacKay receive proxy solicitations for such clients. However, in circumstances when wrap fee program clients authorize us to vote proxies for such client accounts, MacKay Shields will use the Guidelines. A copy of our proxy voting policies and procedures or information as to how proxies were voted for securities held in client accounts is available upon request.

MacKay Shields has no financial condition that impairs its ability to meet contractual commitments to clients and has never been the subject of a bankruptcy proceeding.