NYL Investors LLC

NYL Investors LLC (“NYL Investors” or the “Firm”) is an indirect, wholly owned subsidiary of New York Life Insurance Company (“New York Life”). NYL Investors provides a broad array of investment advisory services to affiliated insurance companies’ general and separate accounts and other affiliated corporate entities; third-party institutional clients; investment companies; and other pooled investment vehicles (see “Types of Clients” section below). Prior to the formation of NYL Investors in October 2013, our investment groups operated as part of New York Life Investment Management LLC (“NYLIM”) which is an indirect wholly owned subsidiary of New York Life. NYL Investors is comprised of the following investment groups: (i) Fixed Income Investors (ii) Real Estate Investors and (iii) Private Capital Investors. Through these investment groups, the Firm offers advisory services which may be tailored to meet a client’s needs. For example, a client may prohibit the purchase of specific securities or may prohibit the purchase of securities within a specific sector or industry. Client-imposed restrictions are detailed in the client’s investment advisory agreement. As of December 31, 2025, NYL Investors had the following client assets under management: $328,074,248,110 on a discretionary basis, and $1,125,347,419 on a non-discretionary basis. Total assets under management are $ 329,199,595,529. Fixed Income Investors NYL Investors’ Fixed Income Investors Group (“FII”) offers fixed income advisory services. FII has expertise in most major U.S. dollar fixed income sectors including investment grade corporate bonds, mortgage-backed securities, asset-backed securities, government securities, high yield bonds, floating rate loans, and traditional private placements or under Rule 144A of the Securities Act of 1933 for a wide range of sectors. NYL Investors serves as collateral manager for a series of collateralized loan obligation vehicles (“CLOs”). FII employs a team-oriented approach to managing fixed income portfolios for affiliated and unaffiliated clients in the institutional markets. Using a combination of top-down fundamental analysis and bottom-up credit research, FII seeks to construct diversified portfolios that are designed to deliver consistent performance and stability. This is accomplished by striving to add incremental excess return while avoiding principal loss. FII and the Global Fixed Income (“GFI”) investment team of its affiliate, Mackay Shields LLC, utilize a unified research team that produces research for both groups, as described in more detail in Item 10. Real Estate Investors NYL Investors’ Real Estate Investors Group (“REI”) offers real estate debt and equity advisory services to our parent company, New York Life and its affiliates, and to third-party investors through our pooled real estate investment funds and separate accounts. REI may act as a special

servicer for certain commercial mortgage-backed securities trusts. With respect to real estaterelated debt products, REI’s capabilities and services include origination, underwriting, closing and loan management of commercial mortgage loans, mezzanine, bridge, construction financing and structured debt investments, underwriting, acquisition and monitoring of commercial mortgage-backed securities and unsecured REIT bonds in a collaborative effort with FII. REI also provides acquisition, disposition and asset management services with respect to real estate equity investments for New York Life and its affiliates, and for third party investors through pooled real estate investment funds and customized separate accounts. Additionally, within the real estate asset class, REI identifies and underwrites investments in third party-sponsored real estate equity and debt funds and low-income housing tax credit (“LIHTC”) funds. Lastly, REI provides advisory and asset management services to New York Life for its corporate properties and for its leased properties. Private Capital Investors NYL Investors’ Private Capital Investors Group (“PCI”) offers financing solutions in the private placement market to public and private companies, endowments, charitable institutions, and cooperatives. PCI has specialized industry sector expertise in the infrastructure, utilities, oil and gas, REITs, sports, not-for-profits and media sectors, as well as structured finance. Deals are typically sourced either through placement agents in syndicated transactions or on a bilateral basis through PCI team members’ direct relationships with senior management at the issuer company. For structured finance transactions, PCI may also engage with securitization desks and other specialized intermediaries. Team members are responsible for ongoing portfolio monitoring. PCI employs a clearly defined investment process which is consistently executed and managed by experienced professionals to achieve optimal results. Bottom-up fundamental research forms the foundation of investment selection, combined with a long-term focus on the ability to withstand multiple economic cycles.

FEES

Private Funds and CLOs

The fee for investment advisory and management services provided by us to private investment funds and CLO vehicles generally consists of two components – a base management fee and a performance fee or incentive fee. The rate, calculation method, and payment method for our fees are set forth in the investment management agreement between NYL Investors and the fund or CLO vehicle, or in the organizational documents for the fund or CLO vehicle and are disclosed in the private placement memorandum or other offering documents for the fund or CLO vehicle. There is no standard fee schedule for services provided by NYL Investors to private investment funds or CLO vehicles.

Investment Companies

NYL Investors provides sub-advisory services to certain NYLIM mutual funds, referred to as the” NYLI Funds”. NYL Investors’ fee for sub-advisory services to any mutual fund is available in each fund’s prospectus or other disclosure document. Advisory fees are calculated based on average daily net assets under management.

Separately Managed Accounts

The fees for investment advisory services are negotiable and can vary depending on a variety of factors such as the type of account, size of the account, and the investment program. Agreedupon fees are set forth in a fee schedule agreed to by the client and included in the client’s investment management agreement (“IMA”). Fee calculation methodologies may vary by client. Generally, advisory fees will be payable quarterly in arrears, based on the average of the month-end net assets under management at the end of the period for separately managed accounts. All advisory arrangements may be terminated by the client upon assignment by NYL Investors or by either party upon prior written notice, according to the termination provisions outlined in the IMA. If a contract is terminated, all advisory fees will be subject to pro rata adjustment, based upon the date of termination.

Fixed Income Investors

FII’s management fees generally range from 0.01% to 0.50% of average daily net assets under management for Mutual Funds and average of the month –end net assets for institutional separately managed accounts. However, performance and fixed fees could be higher than 0.50% depending on account performance and account size. Since management fees are negotiable, clients with similar investment objectives or strategies could pay different fees. The annual fee schedules for FII’s significant investment strategies (see “Investment Strategies and Risk of Loss” section below) will be: Investment Grade Corporate Core Fixed Income Intermediate Government Credit

0.25% for all asset levels

Investment Grade Bond Index

0.10% for all asset levels

Floating Rate

0.50% for all asset levels

In addition to the management fees described above, there may be other fees associated with the management of FII client accounts paid to NYL Investors or third parties. For example, FII may receive certain fees related to entering into note purchase, loan or other transaction agreements. Please refer to “Structuring and Commitment Fees” section below for additional information regarding the nature of such fees. Additionally, the custodian for your account, which you independently select, charges a custodial fee that varies by custodian. In addition, the brokerdealers that we select to execute transactions in your account may charge a fee. Brokerage and custody fees are not included in the investment management fee that you pay to us. Instead, custodian fees are charged to you separately by the custodian, and brokerage fees affect your

account during the trade execution process. Please refer to “Brokerage Practices” section below for additional information regarding our process for selecting brokers to execute transactions in client accounts. FII also serves as the principal investment manager for general and separate account assets of our parent company, New York Life and its insurance affiliates, New York Life Insurance and Annuity Corporation (“NYLIAC”), Life Insurance Company of North America (“LINA”), New York Life Group Insurance Company of NY (“NYLGI”) and NYLIFE Insurance Company of Arizona (“NYLAZ”), all of which are wholly-owned subsidiaries of New York Life. We charge these affiliates a negotiated management fee based on asset class. The average management fee paid to FII, REI and PCI is approximately 0.15% but is subject to change as the asset mix changes.

Real Estate Investors

REI charges New York Life a range of asset-based advisory fees for managing various types of real estate-related investments. In certain cases, such as real estate equities, the fees are on a sliding scale. We charge these affiliates a negotiated management fee based on asset class. The average management fee paid to FII, REI and PCI is approximately 0.15% but is subject to change as the asset mix changes. Borrowers and/or third-party investors are charged origination fees in certain instances, including servicing fees for the mortgages held under co-lending agreements and management fees for their capital in the pooled real estate investment funds that REI manages. These fees are based on a percentage of the loan or investment. The rate, calculation and payment method of REI's fees associated with our private real estate funds are individually negotiated, are set forth in the organizational documents for each fund and are disclosed in each fund’s private placement memorandum or other offering documents. REI charges a management fee for advisory services to separately managed accounts. The rate, calculation method, and payment method are individually negotiated and are set forth in each IMA between REI and the separately managed account client.

Private Capital Investors

PCI also serves as the principal investment manager for general and separate account assets of our parent company, New York Life and its insurance affiliates, New York Life Insurance and Annuity Corporation (“NYLIAC”), Life Insurance Company of North America (“LINA”), New York Life Group Insurance Company of NY (“NYLGI”) and NYLIFE Insurance Company of Arizona (“NYLAZ”), all of which are wholly-owned subsidiaries of New York Life. The average management fee paid to FII, REI and PCI is approximately 0.15% but is subject to change as the asset mix changes. PCI charges a management fee for advisory services to separately managed accounts. The rate, calculation method, and payment method are individually negotiated and are set forth in the IMA between PCI and the separately managed account client.

Structuring, Commitment and Other Fees

Clients of FII and PCI may receive certain fees related to entering into note purchase, loan or other transaction agreements (“Structuring or Commitment Fees”), which Structuring or Commitment Fees would be paid by the issuer of the notes or to each of our clients investing in the notes or lending, generally pro rata based on their respective participation in the financing. Our clients who are affiliates of NYL Investors have agreed with us that they will pay over to us any Structuring or Commitment Fees they receive, and if the only participating clients are affiliates of NYL Investors such fees may be paid to us directly by the issuer. In addition to Structuring and Commitment Fee, NYL Investors may receive other fees for providing certain services in connection with financing transactions. The ultimate receipt of such fees by NYL Investors may create a conflict of interest and incentive for us to recommend note investments to clients for reasons other than the interest of our clients. While acknowledging that a conflict exits, because these fees will only be received by us when our affiliates are also investing in the notes (and therefore sharing a common interest with all of our other clients investing in the notes), NYL Investors believes the nature of the facts underlying this conflict of interest result in the greater incentive being to continue acting in the interests of all of our clients.

B.

COMPENSATION

There may be instances where our supervised persons recommend that an advisory client, or prospective advisory client, invest in either NYLI Funds, managed by NYLIM, or in a private fund that we sponsor. When this occurs, neither NYL Investors nor any of our supervised persons will receive asset-based compensation for the sales that result from these recommendations to the advisory client.

Although NYL Investors offers advisory services in several asset classes through FII, REI, and PCI, most of our specific investment strategies are managed by FII. NYL Investors is a signatory to the United Nations-supported Principles for Responsible Investment (the “Principles”). For each Investment Group (FII, PCI and REI) within NYL Investors, the approach to responsible investment may differ due to different asset classes. As a signatory to the Principles, NYL Investors seeks to align its investment practices with the Principles consistent with applicable client mandates and investment guidelines. We have established a Responsible Investment Steering Committee to provide oversight and coordination of our responsible investment initiatives. FII – Public Fixed Income Strategies FII is a multi-product fixed income investment manager with expertise in most major U.S. dollar fixed income sectors including high yield bonds, floating rate loans, investment grade corporate bonds, mortgage-backed securities, asset-backed securities, and government securities. Within these sectors, FII’s significant investment strategies include:

Investment Grade Corporate: Seeks to maximize total return relative to the Bloomberg U.S. Credit Index.

Core Fixed Income: Seeks to outperform the total return of the Bloomberg U.S. Aggregate Bond Index over a full market cycle.

Intermediate Government Credit: Seeks to outperform the total return of the Bank of America Merrill Lynch 1-10 Year U.S. Corporate & Government Index.

Floating Rate: Seeks to provide high income by tapping the potential of the floating rate loan market.

INVESTMENT PROCESS Investment Grade Corporate, Core Fixed Income and Intermediate Government Credit For its Investment Grade Corporate, Core Fixed Income and Intermediate Government Credit strategies, FII’s goal is to deliver consistent performance and stability by adding incremental returns in excess of the benchmark, while avoiding principal loss. To achieve these goals, FII

implements a risk-controlled, value-oriented investment process focused on active team management that leverages the top-down and bottom-up capabilities of the FII investment management team. By following a highly collaborative top-down and bottom-up investment process, FII seeks to generate excess return by focusing on the following:

Sector Allocation: Sector allocation refers to the different asset classes within the fixed income marketplace that a portfolio will be invested in versus its respective benchmark. For example, subject to unique investment guidelines, a core fixed income portfolio that is benchmarked against the Bloomberg Barclays Aggregate Index will be invested in five major sectors of the investment grade fixed income market. Those sectors are U.S. Treasuries, U.S. government agencies, mortgage-backed securities, corporate bonds, and structured securities, such as asset-backed securities and commercial mortgage-backed securities. Given FII’s strong research team and value approach, particular emphasis is placed on corporate bonds and structured securities. In order to determine optimal sector allocation, FII performs scenario analysis to provide quantitative support for allocation decisions with the objective of maximizing risk-adjusted excess return over an investment cycle.

Security Selection: Security selection refers to the specific securities comprising the portfolio. NYL Investors looks to leverage its deep experienced team of analysts to work in conjunction with the portfolio management team to determine the appropriate weightings of individual securities. Decisions to overweight or underweight an individual security are made within the framework of overall portfolio construction. In many cases, security selection can often add value to a portfolio not only by what securities one owns, but more importantly by not owning underperforming securities. FII actively seeks to avoid securities which in our opinion do not offer appropriate reward for a given level of risk. Specific security selection risks are managed through diversification and adherence to position limits.

Duration Management: Duration management refers to the level of tracking error that can be generated purely from maintaining a different overall duration versus the underlying benchmark. Decisions regarding duration management often have the most significant potential impact on returns and are generally the most difficult to predict. FII uses a combination of fundamental, technical, and quantitative tools to assist in the decisionmaking process.

Yield Curve Management: Yield curve management refers to the positioning of the portfolio across the term structure of interest rates versus its respective benchmark. Yield curve management differs from duration management in that duration management is more closely aligned with a parallel shift in the yield curve (i.e., interest rates moving up or down) while yield curve management is focused on the changing shape of the term structure of interest rates (i.e., the yield curve flattening or steepening). At any given duration level, a portfolio can have very different yield curve profiles that will lead to different return characteristics. Depending upon market conditions, yield curve management can have a significant impact on returns and needs to be rigorously

monitored. FII uses scenario analysis and other quantitative and fundamental tools to determine the optimal yield curve positioning. Floating Rate FII’s Floating Rate strategy is managed by the High Yield Credit Group within FII (“HYG”). The HYG practices bottom-up fundamental credit research and prefers credits with positive free cash flow, solid collateral, and proven management. It typically avoids investment decisions based simply on credit ratings and typically does not engage in market timing. It also maintains significant diversification across issuers and industries in order to distribute risk on a broad basis. The HYG will often trade to avoid significant credit deterioration or credit events. It will also trade to improve diversification or improve risk-adjusted yield. Prior to making an investment, HYG conducts an initial screen of the investment opportunity based on credit statistics, deal structure, relative value and portfolio needs. Analyst input is critical to HYG’s decision-making process. The foundation of its research process is the evaluation of all aspects of an existing or prospective borrower. Upon initial purchase, and subsequent surveillance of a credit, the analysts seek an informed opinion as to the long-term creditworthiness of such credit using all available sources of internal and external information, without excessive reliance on the view of any one source. PCI - Private Fixed Income Strategies PCI offers private fixed income strategies tailored to each client’s individual goals, objectives, targets, and guidelines. PCI manages private fixed income strategies across sectors, including infrastructure, utilities, oil and gas, REITs, sports, media and not-for-profits. PCI’s investments are exempt from registration with the SEC and can take the form of corporate debt, project finance and infrastructure debt and other debt or equity securities, including certain structured and securitized products, offered in private placements and Rule 144A transactions. These strategies are actively managed, seeking to offer clients favorable income, capital preservation, and total return over an economic cycle. PCI engages in an in-depth and formal portfolio review of every investment in the portfolio. Each deal team meets with the Head of PCI and the Chief Credit Officer to discuss an overview of recent business performance, provide an analysis of liquidity position and credit statistics, and update the investment credit outlook. In the case of separately managed accounts, NYL Investors follows the client's mandate and investment guidelines in building and managing a private fixed income portfolio. While the majority of PCI’s investments are sourced through placement agents (such as commercial and investment banks) in syndicated transactions, PCI also originates a portion of its investments on a bilateral basis directly with issuer companies. In evaluating private fixed income investments for its clients, PCI considers many aspects of a possible investment; critical priorities include:

The issuer’s credit quality;

Structural elements (including any covenants and/or collateral);

The spread relative to public and private bonds of comparable credit quality.

RISK OF LOSS There are certain material risks associated with investing in the strategies noted above. These risks include (without limitation):

Credit Risk: The risk that an issuer of a debt security may fail to repay the interest or principal when due.

Liquidity Risk: The risk that you cannot sell a security or that the sale price for the security will be extremely low. Liquidity risk is often measured by how often a security trades. The more that a security trades, the lower the liquidity risk.

Interest Rate Risk: The risk that fluctuating interest rates will cause a security’s value to change. When interest rates go up, the value of a non-callable debt security tends to go down, and when interest rates go down, the value of a non-callable debt security tends to go up.

Call & Repayment Risk: The risk that a security is repaid prior to expectations or maturity. This risk is elevated when interest rates decline, and the issuer of the security has the ability to refinance the security at a lower cost. When this occurs, the proceeds from the called bond would have to be invested at the new lower interest rate which may not be sufficient to replace the income or cash flow produced by the called security because interest rates have declined.

Extension Risk: The risk that the average life of the security extends therefore delaying the return of principal and possibly causing a missed opportunity to invest at a higher interest rate.

Floating Rate Loan Risk: The floating rate loans in which HYG invests are usually rated below investment grade and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. Although certain floating rate loans are collateralized, there is no guarantee that the value of the collateral will be sufficient to repay the loan in the event of default. Floating rate loans may, under certain circumstances, be less liquid than higher quality debt securities, and an active trading market may not exist. In addition, some loans may be subject to restrictions on their resale, which may prevent your account from obtaining the full value of the loan when it is sold.

Real Estate Equity Strategies

REI offers managed account real estate equity strategies tailored to each client’s individual goals, objectives, target markets, and guidelines. For real estate equity managed accounts, depending on the client’s investment objectives, each investment may

be owned through a REIT, similar tax-efficient structure, or other form of joint venture structure. The terms of the investment strategy are agreed upon with each client on a case-by-case basis. In certain cases, New York Life and its insurance affiliates may coinvest in the properties or investment vehicle alongside the client. NYL Investors is also the investment manager for pooled investment vehicles investing in core, value-added, and opportunistic real estate.

REI sources opportunities by leveraging its industry relationships and relies on a regional office structure for the origination and day-to-day management of assets. Its regional offices are responsible for originating opportunities in a defined geographic area, and REI analyzes whether a proposed opportunity fits within the investment parameters for one or more clients.

Once an initial analysis is complete, REI analyzes the opportunity in more depth, including as appropriate financial and market analysis, cash flow modelling, return sensitivity analysis, and investment structure analysis. If the investment committee preliminarily approves the investment, additional due diligence is conducted. This due diligence may include physical and environmental property assessments, legal review, tenant and lease review, and review of property financial operations. Upon completion of due diligence, the investment committee conducts a final review and internal approval is processed. As part of this process, REI develops a business plan for the investment that is updated as necessary, but not less than annually.

Real Estate Debt Strategies

REI offers managed account real estate debt strategies tailored to each client’s and borrower’s individual goals, objectives, target markets, and guidelines. For real estate debt managed accounts, depending on the client’s investment objectives, each investment may be owned through a REIT, similar tax-efficient structure, or other form of joint venture structure. The terms of the investment strategy are agreed upon with each client on a case-by-case basis. In certain cases, New York Life and its insurance affiliates may act as a co-lender alongside the client. REI is also the investment manager to pooled investment vehicles that originates and manages real estate debt investments.

Read the rest in the brochure

As discussed in detail in the “Advisory Business” section above, NYL Investors provides a broad array of investment advisory services to affiliated insurance companies’ general and separate accounts and other affiliated corporate entities, third-party institutional clients, investment companies, and other pooled investment vehicles. NYL Investors also serves as collateral manager and subadviser to certain special purpose vehicles, including, but not limited to, CLOs. The minimum initial account size for FII separately managed accounts is typically $100 million.

REI offers real estate debt and real estate equity advisory services to our parent company, New York Life, and to third-party qualified investors through our pooled real estate investment funds and separately managed accounts. For third-party accounts invested in our real estate investment funds, the minimum account size ranges from $1,000,000 to $10,000,000, depending on the fund. The respective general partner or manager of these funds may waive an investor’s minimum capital commitment and in fact have done so.

NYL Investors also serves as collateral manager and subadviser for a series of CLOs. As collateral manager and subadviser to these vehicles, we are entitled to additional compensation on a subordinated basis if certain performance targets are achieved. As a result, the appearance of a conflict may exist where our portfolio managers may have an incentive to favor these vehicles over other accounts pursuing a floating rate debt strategy. This conflict is mitigated by the fact that the CLOs have investment guidelines that are typically more restrictive than the other accounts managed in the floating rate debt strategy. In addition, we have policies and procedures in place to make sure that all clients are treated fairly and to ensure that no client account receives preferential treatment in the allocation of investment opportunities (see “Brokerage Practices” section below).

The following relationships or arrangements with related persons are material to our business and may create potential conflicts of interest: Ownership and Management NYL Investors is a wholly owned subsidiary of NYLIM Holdings (“New York Life Investment Management Holdings LLC”), which in turn is a wholly owned subsidiary of New York Life Insurance Company (“New York Life”).

NYL Investors or its affiliates may establish and control entities that serve as general partner, managing member, or in a similar capacity for commingled investment vehicles managed by NYL Investors or its affiliates. In connection with these activities, certain employees of NYL Investors may serve as officers, directors, or in similar roles for such entities or investment vehicles. Certain employees of NYL Investors may also serve as officers or directors of New York Life or its affiliates. In connection with these relationships, NYL Investors and its affiliated investment advisers may share resources, including investment research, and personnel may support activities across affiliated entities, as described in more detail below. Shared Research and Affiliated Investment Adviser Relationships NYL Investors and certain affiliated investment advisers, including MacKay Shields LLC Global Fixed Income, utilize a unified research team that produces research for both groups. Investment research, including issuer analyses and recommendations, is shared contemporaneously among the GFI and FII teams pursuant to the New York Life Investments Shared Research Policy and related Information Barrier and MNPI Governance policies. Additionally, certain personnel of the GFI investment team 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. Although research may be shared contemporaneously across affiliated investment advisers, investment decisions and trade implementation may occur at different times based on client mandates, market conditions, liquidity, and trading discretion, which may advantage or disadvantage certain clients relative to others. Additionally, while GFI and FII maintain separate portfolio management and trading functions and generally make independent investment and trading decisions on behalf of their respective clients, there are instances in which dual-hatted investment personnel are involved in making investment and/or trading decisions on behalf of both GFI and FII clients. This creates a potential conflict for such personnel to favor the clients of one adviser over the other. NYL Investors and its affiliates maintain policies and procedures designed to mitigate these conflicts, including information barrier controls, trade allocation and best execution policies, and compliance oversight; however, there can be no assurance that such conflicts will not occur. A. Broker-Dealer Some of our employees, including some of our senior management, are registered with the Financial Industry Regulatory Association (FINRA) as representatives and principals of NYLIFE

Distributors LLC (“NYLIFE Distributors”). NYLIFE Distributors is our affiliate and is registered as a broker-dealer with the SEC. NYLIFE Distributors serves as the principal underwriter and distributor of the NYLI Funds, and as a distributor of the NYLI ETFs. In limited circumstances, we may recommend that our clients purchase NYLI Funds and NYLI ETFs. NYLIFE Distributors may compensate registered employees who promote the sale of NYLI Funds and NYLI ETFs for their efforts, and NYL Investors may make payments to NYLIFE Distributors to help fund such compensation. We do not use affiliated broker-dealers to execute securities transactions for our clients. B. Investment Advisers We act as either adviser or subadviser for:

A portion of the general accounts of NYLIC and its affiliated insurance companies.

Certain series of NYLI Funds, NYLI VP Funds, open-end registered investment companies for which NYLIM is the investment adviser and NYLIFE Distributors acts as principal underwriter and distributor.

Accounts that are investment vehicles for insurance products sponsored by NYLIC and its affiliated insurance companies.

Accounts that have contractual insurance arrangements with NYLIC.

Accounts for which NYLIM is the investment advisor.

We are affiliated with, and have or may have material relationships with, the following federally registered investment advisers:

Apogem Capital LLC (formerly, New York Life Investments Alternatives LLC) (SEC File No. 801-118844) serves as the investment manager of various limited partnerships, manages portfolios of commercial loans and related debt and equity investments and also engages in other advisory services in which clients of NYL Investors may invest. While Apogem maintains autonomous investment processes, it may leverage the resources and services of NYL Investors for certain functions. In addition, certain officers of NYL Investors also serve as officers and board members of Apogem.

NYLIM (File No. 801-57396), serves as the investment manager for the NYLI Funds, NYLI ETFs, and certain wrap fee accounts. NYLIM also provides investment advisory services to collective investment trusts (“CITs”), closed-end funds and an interval fund. In addition, certain officers of NYL Investors also serve as officers of NYLIM.

NYL Investors and its affiliates comprise a “multi-boutique” platform, referred to as New York Life Investments, encompassing the following investment advisers: Apogem Capital LLC (File No. 801-118844), NYLIM (File No. 801-57396), MacKay Shields

(File No. 801-5594), Candriam SCA (File Numbers: 801-80510, 801-80508, 801-80509), and Ausbil Investment Management Limited (File number 802-111697).

MacKay Shields LLC, Apogem Capital LLC, New York Life Investment Management LLC, and Ausbil Investment Management Limited, each an affiliated investment adviser, may serve as an adviser or subadviser for general and separate account assets of our parent company, New York Life and its insurance affiliates, NYLIAC, LINA, NYLGI and NYLAZ, all of which are wholly owned subsidiaries of New York Life. In addition, certain officers of NYL Investors also serve on the boards of affiliated investment advisers. These related investment advisers may also serve as the investment manager of various limited partnerships and also engage in other advisory services. Clients of NYL Investors may be solicited to invest in such limited partnerships or in other investments for which the Related Adviser serves in a similar capacity. From time to time, we may enter into arrangements with our affiliated investment advisers to recommend clients to one another. If we pay a cash fee to anyone for soliciting clients on our behalf or if we receive a cash fee from another investment adviser for recommending clients to it, we will comply with the requirements of the SEC’s Marketing Rule to the extent that it applies. See Item 14 “Client Referrals and Other Compensation”. This rule requires a written agreement (for arrangement with an unaffiliated adviser) between the investment adviser and the person soliciting clients on its behalf. The rule also requires that the soliciting person provide certain required disclosures to the potential client at the time that the solicitation is made. As required by the rule, we will not engage another person to solicit clients on our behalf if that person has been subject to securities regulatory or criminal action within the preceding ten years.

New York Life Trust Company is our affiliate and is a New York State chartered trust company. Some officers and employees of NYL Investors are also officers, employees or directors of New York Life Trust Company.

C. Insurance Companies NYL Investors is an indirect wholly owned subsidiary of New York Life. New York Life is a mutual insurance company that is an admitted insurer in all 50 states and in the District of Columbia. While NYL Investors maintains autonomous investment processes, it leverages the resources and services of NYLIM and New York Life for certain functions. Under this structure, certain compliance, legal and other support functions within NYL Investors are supported by the infrastructure within New York Life, including the implementation of NYL Investors’ Rule 206(4)-7 Compliance Program. Subject to New York Life’s supervision, we will serve as the principal investment adviser for the general account and separate accounts of New York Life and NYLIAC, as well as for the general account of LINA, NYLGI and NYLAZ. NYLIAC, LINA, NYLGI and NYLAZ are wholly owned subsidiaries of New York Life. New York Life, NYLIAC, LINA and NYLGI may also invest in the Private Investment Funds that we or our affiliates manage. New York Life, NYLIAC, LINA, NYLGI and NYLAZ supervise our management of their accounts, which make up a substantial portion of our assets under management. Some of our employees are also officers of New York Life. Given the percentage of assets under

management that are attributable to these entities, we monitor our employees’ activities and interactions in order to identify and mitigate any potential conflicts resulting from the allocation of investment opportunities between them and our other clients. In addition, certain issuers of private placement notes may only offer their securities to our affiliated insurance company client. In that case, our allocation policies are not applicable because it is the note issuers making the allocations. New York Life 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. New York Life receives a fee for its purchase commitment. The New York Life general accounts and clients of NYL Investors expect to purchase these loans or other assets, subject to NYL Investors’ policies and procedures described herein. NYL Investors 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, NYL Investors 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 NYL Investors’ clients may receive preferred opportunities to participate in other transactions. Not all of NYL Investors’ clients are expected to be eligible to receive preferred opportunities to participate in such transactions. To address potential conflicts of interest, we have adopted several procedures that are intended to ensure that all client accounts are treated fair and reasonable. Pursuant to these procedures, it is not permissible to allocate or re-allocate an order to enhance the performance of one account over another (see “Brokerage Practices” below). It is also not permissible to favor any account over another. Compliance with these requirements is monitored as part of our supervisory review process. To further mitigate potential conflicts, our affiliated insurance company general accounts generally follow buy-and-hold strategies and have different investment objectives from our thirdparty and separately managed accounts, which generally follow total return strategies with specific benchmarks and investment objectives. As a result of these different strategies, transactions that are appropriate for an affiliated general account may not be appropriate for a separately managed account or unaffiliated account and vice versa. Such a determination typically is made by the portfolio manager prior to executing a trade, and the rationale for the investment decision is documented as part of the trading process. NYL Investors 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. Our Compliance Department conducts periodic reviews to ensure that allocation decisions are being properly documented.

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NYLIM 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, our Code of Ethics (the “Code”) 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 information 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 interest 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 interest 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 material, non-public information; (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 subadvised by us; 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 NYLIM, or employees who have access to non-public information regarding any clients purchase or sale of securities, or who have non-public information regarding the portfolio holdings of any mutual fund 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.

PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS In the ordinary course of providing our investment advisory services, we may also recommend that clients purchase or sell securities or interests in which our affiliates have a material financial interest. For example:

We act as an investment adviser for the general and separate accounts of our parent company New York Life as well as for NYLIAC, LINA, NYLGI and NYLAZ which are wholly owned subsidiaries of New York Life. NYL Investors may recommend that clients purchase or sell securities that are also held in these affiliated accounts.

We may purchase or sell shares of our proprietary mutual funds, NYLI Funds and NYLI ETFs, for client accounts.

We may recommend investments to our clients that the clients of our advisory affiliates also own.

We or an affiliate may serve as the general partner for a pooled investment vehicle that we advise and recommend to clients.

We may make investments for our clients in transactions where the New York Life general accounts have material and different economic interests.

As a result of these recommendations and potential transactions, potential conflicts of interest could arise between us and our clients. These potential conflicts include:

Unfair allocation of limited investment opportunities between our affiliated and unaffiliated accounts.

Preferential allocation of investment opportunities to our accounts that pay a performance-based management fee.

Placing trades for our affiliated accounts before or after trades for our other accounts to take advantage of (or avoid) market impact.

Using information concerning transactions in our advisory affiliates’ client accounts, or in NYLI Funds, to the benefit of our client accounts.

These potential conflicts are mitigated by the fact that our affiliated insurance company general accounts generally have different investment strategies than our unaffiliated accounts (see the “Industry Affiliations” section above). As a result of these different strategies, transactions that are appropriate for an affiliated account may not be appropriate for an unaffiliated account and vice versa. To further mitigate these potential conflicts of interest, when purchases or sales are appropriate for both an affiliated and an unaffiliated account, such orders typically will be aggregated or “bunched” as one order. These orders will be then allocated across client accounts in a fair and reasonable manner to ensure that no one client account receives preferential treatment over another (see “Brokerage Practices” below). NYL Investors 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 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. NYL Investors 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). NYL Investors 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 wallingoff 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 issuer- or security-specific information generally is not discussed. These controls may restrict the ability of NYL Investors, 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. Our employees may invest in mutual funds sponsored by an affiliate of NYL Investors (such as the NYLI Floating Rate Fund), which could create an incentive for us to favor our affiliated mutual fund client over other clients. We maintain investment, trade allocation and account valuation policies and procedures designed to address such conflicts of interest. Further, our Code requires employees to report investments in all NYLI Funds.

A. Selection of Brokers When we select or recommend a broker-dealer for transactions in our clients’ accounts, we consider a number of factors regarding the broker-dealer and the reasonableness of its compensation. The factors we consider in selecting a broker-dealer and determining the reasonableness of its compensation include:

Security price and spreads;

Commission rates, if applicable;

Size of the order;

Nature and extent of services and frequency of coverage;

Integrity, reputation, financial responsibility and stability;

Market knowledge and ability to understand trading characteristics of the security and overall performance;

Ability to execute in desired volume and to act on a confidential basis;

Willingness to commit capital;

Access to underwritten offerings and secondary markets;

Operational efficiency and facilities made available including trading networks, access to multiple brokers and markets, and significant resources for positioning as principals; and

Nature and extent of research services (as discussed below).

When selecting a broker-dealer, we do not consider its referral of clients to us. We also do not consider its sale of shares of NYLI Funds or of any private funds that we or any of our affiliates advise. While we may direct brokerage to broker-dealers that have consulting divisions that might refer clients or investors to us, we have no agreements to do so. When evaluating compensation (e.g., commissions), we are not required to solicit competitive bids, and do not have an obligation to seek the lowest available commission cost, but rather best overall execution. B. Soft Dollars Currently, we do not enter into any third party or proprietary soft dollar arrangements where a broker-dealer provides services in exchange for an expectation of receiving a certain dollar amount of commissions. We also do not engage in any directed brokerage arrangements with any of our clients at this time.

We receive a broad range of research from broker-dealers, including information on the economy, industries, groups of securities and individual companies, statistical information, market data, information regarding political developments, and other information regarding matters that affect the economy and/or security prices. We use these research services in connection with our investment activities. Services obtained in connection with the execution of transactions for one client account will be used in managing other accounts, including accounts managed for our affiliates. We do not believe that the research or other items and services described above that is provided to us by broker-dealers result in higher transaction costs. C. Aggregation and Allocation If we believe that the purchase or sale of the same security is in the best interest of more than one client, we may aggregate the securities to be sold or purchased. We will not aggregate trades (also known as “bunching” trades) unless we believe that doing so is consistent with our duty to seek best execution for our clients. When we allocate bunched trades to client accounts, we do not favor the interest of one client over another. In addition, it is not permissible to allocate or re-allocate an order to enhance the performance of one account over another, or to favor one account over another. To the extent possible, orders are pre-allocated prior to execution. However, there may be instances where pre-allocating certain trades may not be feasible or practicable given the unique nature of the respective market. In these instances, such allocation will never unfairly discriminate against or advantage one account over another. There may be instances when there is a limited supply for a particular security or investment opportunity. In such cases, all orders will receive an equitable allocation based on account suitability and account size, and where appropriate, adjusted in consideration of a “normal minimum holding.” Normal minimum holdings are determined based on characteristics of the particular asset class. For certain real estate investments, allocation queues are used to determine which client or account will be allocated each individual real estate investment transaction. The queues are established on the basis of investment criteria. Certain issuers of private placement notes may only offer their securities to our affiliated insurance company clients. In that case, our allocation policies are not applicable because it is the note issuers making the allocations. D. Internal Cross Transactions and Principal Transactions Internal cross transactions are trades between advisory client accounts. Principal transactions are trades between a client account and an account deemed to be owned by NYL Investors. NYL Investors reserves the right to effect cross-transactions and principal transactions where it has determined that it is in the clients’ best interest to do so pursuant to an investment management

agreement. When coordinating cross-transactions, however, NYL Investors faces an inherent conflict, as two advisory client accounts represent both sides of the trade and the adviser generally has the ability to influence the price at which the trade occurs for both clients. When we effect cross-transactions, we do so in accordance with our Cross Trade Policy or applicable CLO procedures. Our Cross Trade Policy requires a determination that the transactions are done for bona-fide investment purposes, and are in the best interest of both clients or pursuant to an investment management agreement. All cross transactions must be effected at fair market value.

We have entered into referral agreements with certain of our other affiliated investment advisers to refer clients to each other. In this case we may pay or receive a cash fee for such referrals of clients or investors to a private fund. If we pay or receive a cash fee for client referrals, we comply with the requirements of the SEC’s Marketing Rule under Rule 206(4)-1 (the “Marketing Rule”), including the applicable disclosure requirements. A referral of a client or investors by a third-party non-client is considered an endorsement and a referral by a current client is considered a testimonial under the Marketing Rule. We may also have arrangements in place whereby we compensate an unaffiliated third party for soliciting investors to invest in pooled investment vehicles managed or subadvised by NYL Investors. These arrangements will be disclosed to the investor in the respective offering memorandum. We may also pay our distributors and third-party solicitors a higher distribution fee for offering and selling shares in some funds or strategies than we pay to distributors and third-party solicitors for offering and selling shares of other funds or strategies we manage. As a result of this higher fee, distributors and solicitors may be incentivized to recommend investment in funds or strategies with higher distribution.

Registered investment advisers are required to disclose material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. There are no legal or disciplinary events involving NYL Investors that are material to our advisory business or to the management of client accounts to report.

A. Fixed Income Investors All FII managed accounts are monitored continuously in an effort to ensure that client objectives are being achieved. Each FII investment team has the primary responsibility for reviewing the accounts it is managing, including review of the appropriateness of portfolio holdings and transactions in light of each account’s investment objectives, guidelines and restrictions. Investment Team reviews may include (depending on the asset class) reviews of sectors, securities, trade levels, durations and yield exposures. Formal weekly and informal ad hoc meetings are typically held to discuss portfolio positions, strategies, trends and relative value. Attribution is calculated daily and reviewed by the portfolio management team. Portfolio reviews, which typically include a review of attribution, strategies and account performance versus portfolio benchmarks, are also conducted. In addition, trading activity is reviewed at least weekly by a supervisor or the supervisor’s delegate to ensure that trading was conducted in accordance with firm procedures. Accounts are subject to review by Compliance Personnel who monitor account trading on a daily basis with the assistance of Blackrock Aladdin, our front-end trade order management and compliance system that incorporates pre-trade and post-trade compliance testing against account restrictions. Our Compliance Personnel review and investigate any alerts or breaches identified by the system. Finally, with respect to custodial reconciliations, the Investment Services Group reconciles cash transactions and holdings on a daily basis to the custodian bank’s records, and researches and resolves any discrepancies in a timely manner. With respect to our affiliated accounts, holdings are reconciled monthly. All reconciliation breaks are recorded and tracked to ensure timely and proper resolution. B. Private Capital Investors PCI monitors account portfolios or investments on an ongoing basis and conducts a formal annual review of each investment in an effort to ensure that client objectives are being achieved. Such reviews are conducted by investment professionals within PCI. C. Real Estate Investors

REI monitors account portfolios or investments on an ongoing basis and conducts regular account reviews on at least a quarterly basis in an effort to ensure that client objectives are achieved. Such reviews are conducted by investment professionals within REI. Each client is assigned a dedicated portfolio manager, supported by team of investment professionals who may be shared across client accounts, whose primary responsibility is the review of the accounts, including review of the appropriateness of portfolio holdings and transactions in light of each account’s investment objectives, guidelines and restrictions. D. Trade Errors NYL Investors has a policy in place pertaining to the correction of trade errors. In the event that an error occurs, it is identified and corrected as soon as practicable. Generally, client accounts will be made whole for any losses. However, pursuant to the policy, we may not reimburse for a de minimis error, which we define as a loss of $25 or less. E. Client Reporting The content and frequency of client reports will vary by client. Such reporting requirements typically will be part of the contract negotiations and memorialized in the client’s IMA. Our client reports typically will include portfolio holdings, transactions, portfolio performance information, as well as written commentary on capital markets and a portfolio outlook. Customized reporting typically will be provided as frequently as desired by clients as set forth in the client’s investment management agreement. F. Compliance Oversight NYL Investors’ Compliance Department is an extension of the New York Life corporate Compliance Department. The Chief Compliance Officer of NYL Investors is responsible for the oversight and maintenance of the compliance function. Under this structure, certain compliance and other support functions within NYL Investors are supported by the infrastructure within this department of New York Life, including the implementation of the compliance program. NYL Investors acknowledges that compliance is the responsibility of all employees. NYL Investors is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 (the “Advisers Act”) with the SEC. As such, we are required pursuant to Rule 206(4)-7 under the Advisers Act to have written policies and procedures in place to prevent violations of the Advisers Act. NYL Investors, with the assistance of New York Life’s Compliance Department has established an assessment program in order to comply with Rule 206(4)-7 which covers all aspects of our business. As part of this Compliance Program, the Compliance Department maintains an assessment calendar which requires an assessment of each of NYL Investors’ policies and procedures at least annually. Testing criteria includes ongoing evaluations and tests of the effectiveness of NYL Investors’ Compliance Program including making a determination that NYL Investors’ compliance policies and procedures are operating adequately and are reasonably designed to prevent violations of the federal securities laws. Testing criteria also includes ensuring that policy and procedure properly reflects current implementation practices and applicable rules and regulations. Procedures are revised as needed throughout the year to better reflect implementation practices or to reflect rule changes. The results of these reviews,

including procedural revisions that are made, are reported to NYL Investors’ Compliance Committee.

We do not have direct custody of client funds or securities. All client accounts are maintained at qualified custodians, such as banks or broker-dealers that are chosen by the client. Clients will receive account statements directly from their custodians. In addition, clients may receive duplicate account statements from us. When you receive an account statement from us, you are encouraged to compare it to the account statement that you received from your custodian. The two statements should be consistent. We are deemed to have indirect custody of the assets of certain of our funds by virtue of our role as general partner of the fund or the account being custodied with an affiliate. We provide investors in our funds with audited financial statements within 120 days from the end of each fiscal year. Investors should carefully review those statements. As a result, we are not required to engage an independent public accounting firm to conduct an annual surprise audit of our operation, as would otherwise be required by rules under the Investment Advisers Act of 1940. Pursuant to Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Custody Rule”), NYL Investors may be deemed to have custody of certain client assets because for certain investments, it may deliver instructions on certain cash or security movements including for derivative transactions for which daily margin payments (a transfer of client funds out of the custodial account) must be made and received. In order to meet regulatory requirements for the Custody Rule, NYL Investors has engaged a Public Company Accounting Oversight Board (PCAOB)-registered public accountant to perform annual surprise audits in compliance with the

Custody Rule. To mitigate any potential conflicts of interest, all client assets are maintained with qualified custodians, such as banks or broker-dealers that are chosen by the client.

We have investment discretion to manage securities on behalf of client accounts. Clients may impose restrictions on this discretion by, among other things, prohibiting the purchase of specific securities, or prohibiting the purchase of securities within a specific industry. Clients may also restrict the use of certain broker-dealers to execute trades or may restrict the amount of securities that can be bought or sold within the account. We may also accept client accounts on a nondiscretionary basis. Client-imposed restrictions are detailed in the client’s investment advisory agreement. Prior to boarding a new client account, we obtain all necessary information to ensure that the account, including any relevant restrictions, is properly established on our trading and accounting systems.

NYL Investors has adopted a Proxy Voting Policy that is reasonably designed to ensure that all proxies are voted in the best interest of our clients without regard to our interests or the interests of our affiliates. For accounts where NYL Investors has been delegated proxy voting authority, NYL Investors has retained a third-party proxy voting service provider (the “Provider”) to provide research, recommendations, and voting execution services for client securities in accordance with established guidelines (the “Guidelines”), while retaining oversight and discretion over proxy voting decisions, including the ability to determine that a vote should differ from the Provider’s recommendations when deemed to be in the best interests of clients. NYL Investors has established procedures that are reasonably designed to identify and address potential material conflicts of interest that may arise in connection with proxy voting. In situations where a material conflict is identified, NYL Investors will take appropriate steps to ensure that the proxy is voted in the client’s best interest, which may include following the Guidelines, obtaining client direction, or implementing other conflict mitigation measures. A copy of NYL Investors’ proxy voting policies and procedures, as well as information on how proxies were voted for securities held in a client’s account, is available upon request.

At this time, NYL Investors is not required to file a balance sheet for our most recent fiscal year, because we do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. NYL Investors has no financial condition that impairs its ability to meet contractual commitments to clients and has never been the subject of a bankruptcy proceeding.