B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

APPENDIX F – Proxy Voting Policies and ProceduresMason Street Advisors, LLCProxy Voting Policies and Procedures(last amended August 2007)It is the policy of Mason Street Advisors, LLC (“MSA”) to monitor corporate events and to cast proxyvotes in a manner consistent with the best interests of its advisory clients and in so doing not to subrogateits client’s interests to its own. These Proxy Voting Policies and Procedures will be used by MSA forvoting proxies on behalf of all MSA clients (including mutual funds) for which MSA has votingauthority.In recognition of this policy, MSA has taken the following actions designed to ensure its efficacy. MSAhas (i) adopted the Proxy Voting Guidelines attached hereto as Exhibit A (the “Guidelines”), (ii)established a Proxy Voting Committee (the “Committee”), and (iii) implemented the specific proceduresoutlined below (the “Procedures”).Proxy Voting GuidelinesMSA will generally vote all proxies consistent with the Guidelines unless otherwise determined inaccordance with the Procedures. The Guidelines appearing as Exhibit A hereto are in summary form andgenerally cover issues voted on by holders of domestic equity securities. The complete Guidelines weredeveloped and are maintained by Institutional Shareholder Services (“ISS”), an unaffiliated proxy votingand research service. The Guidelines do not however provide an exhaustive list of all the potential votingissues that may arise with respect to any particular issuer or security. In circumstances where theGuidelines do not offer guidance, decisions on proxy voting will be made in accordance with theProcedures. While the Guidelines are to be followed as a general policy, the Procedures provide forcertain circumstances where MSA will vote proxies in a manner which is contrary to the Guidelines aftergiving consideration to all relevant facts and circumstances.Proxy Voting CommitteeThe Committee is responsible for developing and maintaining MSA’s Proxy Voting Policies andProcedures and for overseeing their implementation. The Committee may amend, restate, supplement orotherwise modify these Proxy Voting Policies and Procedures (including, without limitation, theGuidelines) from time to time by majority vote. The Committee is also responsible for reviewing theproxy voting determinations made by portfolio managers 1 that are contrary to the established Guidelinesas well as certain voting determinations with respect to fixed income or other traditionally nonvotingsecurities, and for monitoring and resolving any material conflicts of interest related to proxy voting. TheCommittee meets at least annually or as otherwise required to discharge its obligations under thesePolicies and Procedures. The Committee has a secretary who takes and maintains minutes of theCommittee meetings. A quorum consisting of a majority of Committee members is required for allCommittee meetings. The Committee members are appointed by MSA’s President from time to time, andserve at the discretion of the President.Proxy Voting ProceduresA. Monitoring & AdministrationMSA’s Equity Trading Department is responsible for monitoring and administering the proxy votingprocess as set forth in these Procedures with respect to equity securities. MSA has engaged ISS to assistin the voting of proxies. ISS is responsible for coordinating with the clients’ custodians to ensure that allproxy materials received by the custodians relating to the clients’ portfolio securities are processed in atimely fashion. In addition, ISS is responsible for maintaining copies of all proxy statements receivedfrom issuers, and promptly providing such materials to MSA upon request.1 All references to portfolio managers includes analysts who may be assigned responsibility to vote proxies forcertain issuers.B-95