MacKay Shields UK LLP (“MacKay UK” the “Firm”) is authorised and regulated by the Financial Conduct Authority (“FCA”). Under FCA Rules, derived from the EU Shareholder Rights Directive (“SRD II”), asset managers are required to adopt, on a “comply or explain? basis, an engagement policy describing how an asset manager integrates in its investment strategy shareholder engagement relating to investments in shares traded on a regulated market.

MacKay UK is predominantly a debt focused investment manager, and therefore, while the Firm may from time-to-time hold listed equity, typically as a result of debt for equity swaps, such equity holdings are de-minimis and not material for the MacKay UK’s clients.

For these reasons, MacKay UK has determined that it is not necessary or appropriate to adopt an engagement policy for the purposes of the SRD II as it considers that it has an investment strategy that is not commensurate with the outcomes sought thereunder. MacKay UK shall periodically review its position under SRD II to determine whether an engagement policy should be adopted.