NYL INVESTORS LLCPROXY VOTING POLICY AND PROCEDURES

I.

Introduction

NYL Investors LLC (“New York Life Investments”) (the “Adviser”) has adopted
these “Proxy Voting Policy and Procedures” (“Policy”) to ensure compliance with Rule206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 30b14 under the Investment Company Act of 1940 and other applicable fiduciary obligations.
The Policy provides guidance with respect to the Adviser’s proxy voting duty, and toensure that proxies are voted in the best interests of NYL Investors’ clients.
II.

Statement of Policy

It is NYL Investors’ policy, that where proxy voting authority has been delegatedto the Adviser by clients, all proxies shall be voted in the best interest of the client
without regard to the interests of the Adviser or other related parties. In voting proxies,
NYL Investors takes into account long term economic value in evaluating issues relating
to items such as corporate governance, including structures and practices, accountability
and transparency, the nature of long-term business plans, including sustainability
practices to address environmental and social factors that are likely to have an impact onshareholder value, and other non-financial measures of corporate performance. It isfurther the policy of the Adviser that complete and accurate disclosure concerning its
proxy voting policies and procedures and proxy voting records, as required by theAdvisers Act, be made available to clients.
III.

Procedures
A. Account Set-up and Review

Initially, the Adviser will determine whether the client seeks to retain the
responsibility of voting proxies or seeks to delegate that responsibility to the Adviser. The
responsibility to vote proxies and the guidelines that will be followed for such client willbe specified in the client’s investment advisory contract with the Adviser. The client may
choose to have the Adviser vote proxies in accordance with guidelines selected by theAdviser, or the Adviser, in its discretion, may permit a client to adopt modified guidelines
for its account (“Custom Guidelines”). Alternatively, the Adviser may decline to accept
authority to vote such client’s proxies. Designated personnel within each applicable area
will be responsible for ensuring that each new client’s account for which the client hasdelegated proxy voting authority is established on the appropriate systems.

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B. Proxy Voting
1. Use of Third Party Proxy Service
The Adviser has selected Institutional Shareholder Services Inc. (“ISS”),– a proxyresearch and voting service – to assist it in researching and voting proxies. ISS helps
institutional investors research the financial implications of proxy proposals and cast votes
that will protect and enhance shareholder returns. ISS provides research and analyticalservices, operational implementation and recordkeeping, and reporting services to researcheach proxy and provide a recommendation to the Adviser as to how to vote on each issue.
2. Guidelines for Recurring Issues
The Adviser has adopted ISS’s Sustainability proxy voting guidelines with respect
to recurring issues (“Guidelines”). These Guidelines address interests of sustainabilityminded investors, which are concerned not only with economic returns and good corporate
governance, but also with ensuring corporate activities and practices are aligned with thebroader objectives of society. The Proxy Voting Committee reviews the Guidelines asneed and will make modifications to the Guidelines if it determines a change is appropriate.
These Guidelines are meant to convey the Adviser’s general approach to voting decisions
on certain issues. Nevertheless, the Adviser’s portfolio managers maintain responsibility
for reviewing all proxies individually and making final decisions based on the merits ofeach case.
For clients using proxy voting guidelines different from the Guidelines, the Adviser
will instruct ISS to make its voting recommendations in accordance with such client
guidelines. ISS will cast votes in accordance with its recommendations unless instructed
otherwise by a portfolio manager as set forth below.
3. Review of Recommendations
The Adviser’s portfolio managers (or other designated personnel) have theultimate responsibility to accept or reject any ISS proxy voting recommendation(“Recommendation”). Consequently, the portfolio manager or other appointed staff areresponsible for understanding and reviewing how proxies are voted for their clients, taking
into account the Policy, the guidelines applicable to the account(s), and the best interestsof the client(s). The portfolio manager shall override the Recommendation should he/she
not believe that such Recommendation, based on all facts and circumstances, is in the bestinterest of the client(s). The Adviser will memorialize the basis for any decision to overridea Recommendation or to abstain from voting, including the resolution of any conflicts asfurther discussed below. The Adviser may have different policies and procedures fordifferent clients which may result in different votes. Also, the Adviser may choose not tovote proxies under the following circumstances:•

If the effect on the client’s economic interests or the value of the portfolio
holding is indeterminable or insignificant;2••If the cost of voting the proxy outweighs the possible benefit; orIf a jurisdiction imposes share blocking restrictions which prevent the Adviser
from exercising its voting authority.

4. Addressing Material Conflicts of Interest
Prior to overriding a Recommendation, the portfolio manager (or other designatedpersonnel) must complete the Proxy Vote Override Form, attached as Appendix B, andsubmit it to Compliance for determination as to whether a potential material conflict ofinterest exists between the Adviser and the client on whose behalf the proxy is to be voted(“Material Conflict”). Portfolio managers have an affirmative duty to disclose any
potential Material Conflicts known to them related to a proxy vote. Material Conflicts may
exist in situations where the Adviser is called to vote on a proxy involving an issuer or
proponent of a proxy proposal regarding the issuer where the Adviser or an affiliatedperson of the Adviser also:••••

Manages the issuer’s or proponent’s pension plan;
Administers the issuer’s or proponent’s employee benefit plan;
Provided brokerage, underwriting, insurance or banking services to the issuer or
proponent; orManages money for an employee group.

Additional Material Conflicts may exist if an executive of the Adviser or its control
affiliates is a close relative of, or has a personal or business relationship with:
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An executive of the issuer or proponent;
A director of the issuer or proponent;
A person who is a candidate to be a director of the issuer;
A participant in the proxy contest; or
A proponent of a proxy proposal.

Material Conflicts based on business relationships or dealings of affiliates of theAdviser will only be considered to the extent that the applicable portfolio management areaof the Adviser has actual knowledge of such business relationships. Whether a relationshipcreates a Material Conflict will depend on the facts and circumstances. Even if these parties
do not attempt to influence the Adviser with respect to voting, the value of the relationshipto the Adviser can create a Material Conflict.
Material Conflicts may exist when the Adviser manages a separate account, a fundor other collective investment vehicle that invests in affiliated funds. When the Adviser
receives proxies in its capacity as a shareholder of an underlying fund, the Adviser will
vote in accordance with the recommendation of ISS applying the Adviser’s Guidelines. If
there is no relevant Guideline, the Adviser will vote in accordance with therecommendation of ISS. If ISS does not provide a recommendation, the Adviser may
address the conflict by “echoing” or “mirroring” the vote of the other shareholders in thoseunderlying funds.
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If Compliance determines that there is no potential Material Conflict mandating avoting recommendation from the Proxy Voting Committee, the portfolio manager may
override the Recommendation and vote the proxy issue as he/she determines is in the bestinterest of clients. If Compliance determines that there exists or may exist a Material
Conflict, it will refer the issue to the Proxy Voting Committee for consideration. The Proxy
Voting Committee will consider the facts and circumstances of the pending proxy vote andthe potential or actual Material Conflict and make a determination (by majority vote) as to
how to vote the proxy – i.e., whether to permit or deny the override of the
Recommendation, or whether to take other action, such as delegating the proxy vote to anindependent third party or obtaining voting instructions from clients. In considering theproxy vote and potential Material Conflict, the Committee may review the following
factors, including but not limited to:
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The percentage of outstanding securities of the issuer held on behalf of clientsby the Adviser.
The nature of the relationship of the issuer with the Adviser, its affiliates or its
executive officers.
Whether there has been any attempt to directly or indirectly influence theportfolio manager’s decision.
Whether the direction (for or against) of the proposed vote would appear tobenefit the Adviser or a related party.
Whether an objective decision to vote in a certain way will still create a strong
appearance of a conflict.

The Adviser may not abstain from voting any such proxy for the purpose of avoiding
conflict.
In the event ISS itself has a conflict and thus, is unable to provide a
recommendation, the portfolio manager may vote in accordance with the recommendationof another independent service provider, if available. If a recommendation from an
independent service provider other than ISS is not available, the portfolio manager will
make a voting recommendation and complete a Proxy Vote Override Form. Compliancewill review the form and if it determines that there is no potential Material Conflictmandating a voting recommendation from the Proxy Voting Committee, the portfolio
manager may instruct ISS to vote the proxy issue as he/she determines is in the best interestof clients. If Compliance determines that there exists or may exist a Material Conflict, it
will refer the issue to the Proxy Voting Committee for consideration.
5.

Securities Lending

The Adviser will monitor upcoming meetings and call securities out on loan, if
applicable, in anticipation of an important vote to be taken among holders of the securities
or of the giving or withholding of their consent on a material matter affecting theinvestment. In determining whether to call securities out on loan, the relevant portfolio

4manager(s) shall consider whether the benefit to the client in voting the matter outweighs
the benefit to the client in keeping the securities out on loan.
6. Use of Subadvisers
To the extent that the Adviser may rely on subadvisers, whether affiliated or
unaffiliated, to manage any client account on a discretionary basis, the Adviser may
delegate responsibility for voting proxies to the subadvisers. However, such subadvisers
will be required either to follow the Policy and Guidelines or to demonstrate that their
proxy voting policies and procedures are consistent with this Policy and Guidelines orotherwise implemented in the best interests of the Adviser’s clients and appear to comply
with governing regulations.
C. Proxy Voting Committee
The Proxy Voting Committee will consist of representatives from various
functional areas within the Adviser. It will meet annually to review votes cast andsummaries of ISS’s policy updates and as needed to address potential Material Conflicts
as further described above.
IV.

Compliance MonitoringA.

Monitoring of Overrides

Compliance will periodically review ISS reports of portfolio manager overrides toconfirm that proper override and conflict checking procedures were followed. Supervisors
must approve all portfolio manager requests for overrides and evidence such approval bysigning the completed Proxy Override Request Form.
B. Monitoring of Alerts
Compliance will monitor ISS’s voting platform (ProxyExchange) for Alerts where an
issuer intends to file, or has filed, additional soliciting materials with the Securities andExchange Commission after ISS’s recommendation but before the voting submission
deadline; ISS will also notify Compliance via e-mail of any additional information thathas been issued in an Alert.
In the event an Alert is issued sufficiently in advance of the voting submission deadline
with additional information that may be expected to affect the Adviser’s voting
determination, Compliance, in conjunction with portfolio management, will consider such
additional information prior to exercising its voting authority.
C. Oversight of Sub-advisers
Non-Mutual Fund Accounts:

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Compliance will annually review the proxy voting policies and procedures of theAdviser’s sub-advisers and report to the Proxy Voting Committee its view as to whether
such policies and procedures appear to comply with governing regulations. The Proxy
Voting Committee will also review the voting records of the Adviser’s sub-advisers asnecessary.
Mutual Fund Accounts:
With respect to The MainStay Group of Funds (the “Funds”), Compliance will
annually review each sub-adviser’s proxy voting policies and procedures, and the Funds’
Chief Compliance Officer will report to the Fund’s Board of Directors/Trustees his/herview as to whether such policies and procedures appear to comply with governing
regulations. The Fund’s Chief Compliance Officer will also provide the Board of
Directors/Trustees with information regarding each sub-adviser’s voting record asnecessary.
D. Oversight of Service Providers
Compliance will review ISS to ensure that it has implemented effective compliance policies andprocedures administered by competent personnel. These steps will include, but are not limitedto:1) Maintaining an active working relationship with ISS personnel and ensuring that New
York Life Investments has direct access to such personnel;
2) Reviewing ISS’s policies and procedures, including those related to conflicts ofinterest, and other documentation the Adviser may request from time to time to
conduct general due diligence;3) Reviewing copies of regulatory comment, deficiency letters and any material
litigation concerning ISS;
4) Reviewing SSAE 18/SOC reports (or their equivalent) concerning ISS, if available;
5) Reviewing ISS’s cybersecurity program to ensure that ISS has policies andprocedures designed to protect against and respond to cybersecurity threats.
6) Reviewing ISS’s business continuity and disaster recovery plan to ensure that ISS has
policies and procedures designed to mitigate operational risks related to significant
business disruptions to ensure their ability to continue operations during a businessdisruption event.
E. Annual Compliance Reporting
Annually, Compliance will provide the Proxy Voting Committee with sufficient
information to satisfy the following responsibilities:

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•
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Review the Guidelines and make modifications to the Guidelines as it deems
appropriate.
Recommend and adopt changes to this Policy as needed.
Review all portfolio manager overrides, if applicable.
Review ISS voting reports, including Votes Against Management Reports.
Review the performance of ISS and determine whether the Adviser should
continue to retain ISS’s services.
Review the Adviser’s voting record (or applicable summaries of the voting
record).
Review the voting records (or applicable summaries of the voting records) of
the sub-advisers to non-mutual fund accounts.
Oversee compliance with the regulatory disclosure, as applicable.

Annually, the Chief Compliance Officer of the Funds will provide the Fund’s Boardof Directors/Trustees with a report of relevant proxy voting matters related to the Adviser,such as any proposed changes to the Policy or Guidelines, comments on the voting recordof the Funds (e.g., votes against management), and any votes presenting Material Conflicts.
To assist the Fund’s Chief Compliance Office with satisfying this responsibility,each quarter, the Adviser will report to the Fund’s Chief Compliance Officer all proxyvotes involving the Fund’s in which the Adviser has overridden the Recommendation, andinclude a description of the reason for the override and whether such override involved apotential material conflict and participation of the Proxy Voting Committee.
V.

Client Reporting
A. Disclosure to Advisory Clients

The Adviser will provide a copy of this Policy and the Guidelines upon requestfrom a client. In addition, the Adviser will provide any client who makes a written orverbal request with a copy of a report disclosing how the Adviser voted securities held inthat client’s portfolio. Reports will be available for each twelve month period from July 1
to June 30 of the following year. The report will be produced using ISS Proxy Master
software and will generally contain the following information:
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The name of the issuer of the security:
The security’s exchange ticker symbol;
The security’s CUSIP number;
The shareholder meeting date;A brief identification of the matter voted on;
Whether the matter was proposed by the issuer of by a security holder;
Whether the Adviser cast its vote on the matter;
How the Adviser voted; andWhether the Adviser voted for or against management.
B. Investment Company Disclosures
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For each investment company that the Adviser manages, the Adviser will ensurethat the proxy voting record for the twelve-month period ending June 30 for each registeredinvestment company is properly reported on Form N-PX no later than August 31 of eachyear. The Adviser will also ensure that each such fund states in its Statement of Additional
Information (“SAI”) and its annual and semiannual report to shareholders that information
concerning how the fund voted proxies relating to its portfolio securities for the most recent
twelve-month period ending June 30, is available through the fund’s website and on the
SEC’s website.
The Adviser will ensure that proper disclosure is made in each fund’s SAI
describing the policies and procedures used to determine how to vote proxies relating tosuch fund’s portfolio securities. The Adviser will further ensure that the annual andsemiannual report for each fund states that a description of the fund’s proxy voting policies
and procedures is available: (1) without charge, upon request, by calling a specified tollfree telephone number; (2) on the fund’s website; and (3) on the SEC’s website.
V.

Recordkeeping
Either the Adviser or ISS as indicated below will maintain the following records:•

A copy of the Policy and Guidelines (Adviser);•

A copy of each proxy statement received by the Adviser regarding client securities(ISS);•A record of each vote cast by the Adviser on behalf of a client (ISS);•

A copy of all documents created by the Adviser that were material to making adecision on the proxy voting, (or abstaining from voting) of client securities or thatmemorialize the basis for that decision including the resolution of any conflict, a
copy of all Proxy Vote Override Forms and all supporting documents (ISS andAdviser);•

A copy of each written request by a client for information on how the Adviser voted
proxies on behalf of the client, as well as a copy of any written response by theAdviser to any request by a client for information on how the adviser voted proxies
on behalf of the client. Records of oral requests for information or oral responses
will not be kept. (Adviser); and•Minutes of Proxy Voting Committee meetings with supporting documents.
(Adviser)Such records must be maintained for at least eight years.
Revised March 2021
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Proxy Vote Override Form

Portfolio Manager Requesting Override:_________________________

Security Issuer: ________________

Ticker symbol: _______________

Cusip #: _____________# of Shares held: ____________

Percentage of outstanding shares held: ____________
Type of accounts holding security:

Mutual Funds (name each fund): ___Separate Accounts (specify number): ____NYLIC/NYLIAC General Account: _____
Other (describe): _________

Applicable Guidelines (check one):  NYL Investors - Sustainability
 Other (specify): __________________
Shareholder Meeting Date: __________________
Response Deadline: ____________________
Brief Description of the Matter to be Voted On:________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Proposal Type (check one):  Management Proposal
 Shareholder Proposal (identify proponent:____________________________________)
Recommended vote by issuer’s management (check one):  For  Against
 For  Against  Abstain No Recommendation
Portfolio manager recommended vote (check one):  For  Against  Abstain
Recommended vote by ISS (check one):

Describe in detail why you believe this override is in the client’s best interest (attach
supporting documentation):________________________________________________________________________________________________________________________________________________________________________________________________________________________9

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Are you aware of any relationship between the issuer, or its officers or directors, andNYL Investors or any of its affiliates?
 No  Yes (describe below)________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Are you aware of any relationship between the issuer, including its officers or directors,
and any executive officers of NYL Investors or any of its affiliates?
 No  Yes (describe below)________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Are you aware of any relationship between the proponents of the proxy proposal (if not
the issuer) and NYL Investors or any of its affiliates?
 No  Yes (describe below)________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Are you aware of any relationship between the proponents of the proxy proposal (if not
the issuer) and any executive officers of NYL InvestorsManagement or any of its
affiliates?
 No  Yes (describe below)________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Has anyone (outside of your portfolio management area) contacted you in an attempt to
influence your decision to vote this proxy matter?

10 No  Yes
If yes, please describe below who contacted you and on whose behalf, the manner inwhich you were contacted (such as by phone, by mail, as part of group, individually etc.),
the subject matter of the communication and any other relevant information, and attach
copies of any written communications.
________________________________________________________________________________________________________________________________________________________________________________________________________________________Are you aware of any facts related to this proxy vote that may present a potential conflictof interest with the interests of the client(s) on whose behalf the proxies are to be voted?
 No  Yes (describe below)________________________________________________________________________________________________________________________________________________________________________________________________________________________
Certification:
The undersigned hereby certifies to the best of his or her knowledge that the above
statements are complete and accurate, and that such override is in the client’s bestinterests without regard to the interests of NYL Investors or any related parties.
_________________________

Date: __________________________

Name:
Title:
Supervisor Concurrence with Override Request:_________________________

Date: __________________________

Name:
Title:
Compliance Action:
 Override approved Referred to Proxy Voting Committee_____________________________

Date: ___________________________

Name:
Title:

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