[EX-99.CERT]
Exhibit (a)
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
ECLIPSE FUNDS INC.
ECLIPSE FUNDS
Approved by the Board of Directors
of Eclipse Funds Inc. and
the Board of Trustees of Eclipse Funds
as of December 16, 2003
Pursuant to the Sarbanes-Oxley Act of 2002
I. INTRODUCTION AND APPLICATION
Eclipse Funds Inc. and Eclipse Funds(1) recognize the importance of high ethical
standards in the conduct of their business and requires this Code of Ethics
("Code") be observed by their principal executive officers (each, a "Covered
Officer") (defined below). In accordance with the Sarbanes-Oxley Act of 2002
(the "Act") and the rules promulgated thereunder by the U.S. Securities and
Exchange Commission ("SEC") the Funds are required to file reports pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("1934
Act"), and must disclose whether they have adopted a code of ethics applicable
to the principal executive officers. The Board, including a majority of the
Independent Directors (defined below), has approved this Code as compliant with
the requirements of the Act and related SEC rules.
All recipients of the Code are directed to read it carefully, retain it for
future reference, and abide by the rules and policies set forth herein. Any
questions concerning the applicability or interpretation of such rules and
policies, and compliance therewith, should be directed to the relevant
Compliance Officer (defined below).
II. PURPOSE
This Code has been adopted by the Board in accordance with the Act and the rules
promulgated by the SEC in order to deter wrongdoing and promote:
- honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest
between personal and professional relationships;
- full, fair, accurate, timely and understandable
disclosure in reports and documents filed by the
Funds with the SEC or made in other public
communications by the Funds;
- compliance with applicable governmental laws, rules
and regulations;
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(1) Eclipse Funds and Eclipse Funds Inc. are collectively referred to
herein as the "Funds." The Board of Trustees of Eclipse Funds and the
Board of Directors of Eclipse Funds Inc. are collectively referred to
herein as the "Board" and the Trustees and Directors are collectively
referred to herein as the "Directors."
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- prompt internal reporting to an appropriate person or persons
of violations of the Code to an appropriate person or persons
identified in the Code; and
- accountability for adherence to the Code.
III. DEFINITIONS
(A) "Covered Officer" means the principal executive officer and
senior financial officers, including the principal financial officer, controller
or principal accounting officer, or persons performing similar functions. The
Covered Officers of the Funds shall be identified in Schedule I, as amended from
time to time.
(B) "Compliance Officer" means the person appointed by the Board
to administer the Code. The Compliance Officer of the Funds shall be identified
in Schedule II, as amended from time to time.
(C) "Director" means a director/trustee of the Funds, as
applicable.
(D) "Executive Officer" shall have the same meaning as set forth
in Rule 3b-7 of the 1934 Act. Subject to any changes in the Rule, an Executive
Officer means the president, any vice president, any officer who performs a
policy making function, or any other person who performs similar policy making
functions for the Funds.
(E) "Independent Director" means a director/trustee of the Funds
who is not an "interested person" of the Funds within the meaning of Section
2(a)(19) of the Investment Company Act of 1940, as amended ("Investment Company
Act").
(F) "Implicit Waiver" means the Compliance Officer failed to take
action within a reasonable period of time regarding a material departure from a
provision of the Code that has been made known to an Executive Officer.
(G) "Restricted List" means that listing of securities maintained
by the Compliance Officer in which trading by certain individuals subject to the
Funds' 17j-1 code of ethics is generally prohibited.
(H) "Waiver" means the approval by the Compliance Officer of a
material departure from a provision of the Code.
IV. HONEST AND ETHICAL CONDUCT
(A) Overview. A "conflict of interest" occurs when a Covered
Officer's personal interest interferes with the interests of, or his or her
service to, the Funds. For example, a conflict of interest would arise if a
Covered Officer, or a member of his or her family, receives improper personal
benefits as a result of his or her position with the Funds.
Certain conflicts of interest arise out of the relationships between Covered
Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act and the Investment Advisers Act of
1940, as amended (the "Advisers Act"). For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Funds because of their status as
"affiliated persons" of the Funds. The Funds' and certain of their service
providers' compliance policies, programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This Code does not, and
is not intended to, restate or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
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Although typically not presenting an opportunity for improper personal benefit,
conflicts may arise or result from the contractual relationship between the
Funds and New York Life Investment Management LLC (the "Adviser"). The Covered
Officers may be officers or employees of the Adviser. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the Funds or the Adviser), be involved in establishing
policies and implementing decisions that will have different effects on the
Adviser and the Funds. The participation of the Covered Officers in such
activities is inherent in the contractual relationships between the Funds and
the Adviser and is consistent with the performance by the Covered Officers of
their duties as officers of the Funds. Thus, if performed in conformity with the
provisions of the Investment Company Act and the Advisers Act, such activities
normally will be deemed to have been handled ethically. In addition, it is
recognized by the Board that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.
(B) General Policy. Each Covered Officer shall adhere to high
standards of honest and ethical conduct. Each Covered Officer has a duty to
exercise his or her authority and responsibility for the benefit of the Funds
and their shareholders, to place the interests of the shareholders first, and to
refrain from having outside interests that conflict with the interests of the
Funds and their shareholders. Each such person must avoid any circumstances that
might adversely affect, or appear to affect, his or her duty of loyalty to the
Funds and their shareholders in discharging his or her responsibilities,
including the protection of confidential information and corporate integrity.
(C) Conflicts of Interest. Other conflicts of interest are covered
by the Code, even if such conflicts of interest are not subject to provisions of
the Investment Company Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Funds.
(1) Prohibited Conflicts of Interest. Each Covered
Officer must:
- - not use his or her personal influence or personal relationships improperly
to influence decisions or financial reporting by the Funds whereby the
Covered Officer would benefit personally to the detriment of the Funds;
- - not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than benefit the
Funds;
- - not use material non-public knowledge of portfolio transactions made or
contemplated for the Funds to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions; or
- - report at least annually the information elicited in the Funds' Director's
and Officer's Questionnaire relating to potential conflicts of interest.
(2) Duty to Disclose Conflicts. Each Covered Officer has
the duty to disclose to the Compliance Officer any interest that he or she may
have in any firm, corporation or business entity that is not affiliated or
participating in any joint venture or partnership with the Funds or their
affiliates and that does business with the Funds or that otherwise presents a
possible conflict of interest. Disclosure must be timely so that the Funds may
take action concerning any possible conflict as they deem appropriate. It is
recognized, however, that the Funds or their affiliates may have business
relationships with many organizations and that a relatively small interest in
publicly traded securities of an organization does not
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necessarily give rise to a prohibited conflict of interest. Therefore, the
following procedures have been adopted.
(3) Conflicts of Interest that may be Waived. There are
some conflict of interest situations for which a Covered Officer may seek a
Waiver from a provision(s) of the Code. Waivers must be sought in accordance
with Section VII of the Code. Examples of these include:
- - Board Memberships. Except as described below, it is considered generally
incompatible with the duties of a Covered Officer to assume the position of
director of a corporation not affiliated with the Funds. A report should be
made by a Covered Officer to the Compliance Officer of any invitation to
serve as a director of a corporation that is not an affiliate and the
person must receive the approval of the Compliance Officer prior to
accepting any such directorship. In the event that approval is given, the
Compliance Officer shall immediately determine whether the corporation in
question is to be placed on the Funds' Restricted List.
- "Other" Business Interests. Except as
described below, it is considered generally
incompatible with the duties of a Covered
Officer to act as an officer, general
partner, consultant, agent, representative
or employee of any business other than an
affiliate. A report should be made of any
invitation to serve as an officer, general
partner, consultant, agent, representative
or employee of any business that is not an
affiliate for the approval of the Compliance
Officer prior to accepting any such
position. In the event that approval is
given, the Compliance Officer shall
immediately determine whether the business
in question is to be placed on the Funds'
Restricted List.
- - Gifts, Entertainment, Favors or Loans. Covered Officers are subject to the
NYLIM Gift and Entertainment Policy and should refer to that Policy for
guidance with respect to the limits on giving and receiving
gifts/entertainment to and from third parties that do business with the
Funds.
- Permissible Outside Activities. Covered
Officers who, in the regular course of their
duties relating to the Funds' private
equity/venture capital advisory and
investment activities, are asked to serve as
the director, officer, general partner,
consultant, agent, representative or
employee of a privately-held business may do
so with the prior written approval of the
Compliance Officer.
- Doing Business with the Funds. Except as
approved by the Compliance Officer, Covered
Officers may not have a monetary interest,
as principal, co-principal, agent or
beneficiary, directly or indirectly, or
through any substantial interest in any
other corporation or business unit, in any
transaction involving the Funds, subject to
such exceptions as are specifically
permitted under law.
V. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE AND
COMPLIANCE
Covered Officers shall:
- be familiar with the disclosure requirements
generally applicable to the Funds;
- not knowingly misrepresent, or cause others to
misrepresent, facts about the Funds to others,
whether within or outside the Funds, including the
Funds' directors and auditors, governmental
regulators and self-regulatory organizations;
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- to the extent appropriate within his or her area of
responsibility, consult with other officers and
employees of the Funds, the Adviser and other Fund
service providers with the goal of promoting full,
fair, accurate, timely and understandable disclosure
in the reports and documents the Funds file with, or
submit to, the SEC and in other public communications
made by the Funds; and
- promote compliance with the standards and
restrictions imposed by applicable laws, rules and
regulations.
VI. INTERNAL REPORTING BY COVERED PERSONS
(A) Certifications and Accountability. Each Covered Officer shall:
(1) upon adoption of the Code (or thereafter as
applicable upon becoming a Covered Officer),
affirm in writing on Schedule A hereto that
the Covered Officer has received, read, and
understands the Code;
(2) annually thereafter affirm on Schedule A
hereto that the Covered Officer has complied
with the requirements of the Code; and
(3) not retaliate against any other Covered
Officer or employee of the Funds or their
affiliated persons for reports of potential
violations that are made in good faith.
(B) Reporting. A Covered Officer shall promptly report any
knowledge of a material violation of this Code to the Compliance Officer.
Failure to do so is itself a violation of the Code.
VII. WAIVERS OF PROVISIONS OF THE CODE
(A) Application of the Code. The Compliance Officer is responsible
for applying this Code to specific situations in which questions are presented
under it and has the authority to interpret this Code in any particular
situation. The Compliance Officer is authorized to consult, as appropriate, with
counsel to the Funds/counsel to the Independent Directors. However, any
approvals or Waivers sought by and/or granted to a Covered Officer will be
reported to the Board in accordance with Section VIII, below.
(B) Waivers. The Compliance Officer may grant Waivers to the Code
in circumstances that present special hardship. Waivers shall be structured to
be as narrow as is reasonably practicable with appropriate safeguards designed
to prevent abuse of the Waiver. To request a Waiver from the Code, the Covered
Officer shall submit to the Compliance Officer a written request describing the
transaction, activity or relationship for which a Waiver is sought. The request
shall briefly explain the reason for engaging in the transaction, activity or
relationship. Notwithstanding the foregoing, no exception will be granted where
such exception would result in a violation of SEC rules or other applicable
laws.
(C) Documentation. The Compliance Officer shall document all
Waivers (including Implicit Waivers). If a Waiver is granted, the Compliance
Officer shall prepare a brief description of the nature of the Waiver, the name
of the Covered Officer and the date of the Waiver so that this information may
be disclosed in the next Form N-CSR to be filed on behalf of the Funds or posted
on the Funds' internet website within five business days following the date of
the Waiver. All Waivers must be reported to the Board at each quarterly meeting
as set forth in Section VIII below.
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VIII. BOARD REPORTING
The Compliance Officer shall report any material violations of the Code to the
Board for its consideration on a quarterly basis. At a minimum, the report
shall:
- - describe the violation under the Code and any sanctions imposed;
- - identify and describe any Waivers sought or granted under the Code; and
- - identify any recommended changes to the Code.
IX. AMENDMENTS
The Covered Officers and the Compliance Officer may recommend amendments to the
Code for the consideration and approval of the Board. In connection with any
amendment to the Code, the Compliance Officer shall prepare a brief description
of the amendment so that the necessary disclosure may be made with the next Form
N-CSR to be filed on behalf of the Funds, or posted on the Funds' internet
website within five business days following the date of the amendment.
X. SANCTIONS
Compliance by Covered Officers with the provisions of the Code is required.
Covered Officers should be aware that in response to any violation, the Funds
will take whatever action is deemed necessary under the circumstances,
including, but not limited to, the imposition of appropriate sanctions. These
sanctions may include, among others, the reversal of trades, reallocation of
trades to client accounts, fines, disgorgement of profits, suspension or
termination.
XI. RECORD-KEEPING
The Compliance Officer shall maintain all records, including any internal
memoranda, relating to compliance with the Code or Waivers of a provision(s) of
the Code, for a period of 7 years from the end of the fiscal year in which such
document was created, 2 years in an accessible place.
XII. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Act and the rules and forms applicable to registered
investment companies thereunder. Insofar as other policies or procedures of the
Funds, the Adviser, and NYLIFE Distributors LLC (the "Underwriter"), or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Funds', the Adviser's and the Underwriter's codes of ethics under Rule 17j-1
under the Investment Company Act are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
XIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board, the Adviser and the Compliance
Officer, and their respective counsels.
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XIV. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance, or legal conclusion.
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SCHEDULE I
COVERED OFFICERS
Stephen C. Roussin, President, Eclipse Funds and Eclipse Funds Inc.
Patrick J. Farrell, Chief Financial Officer, Eclipse Funds and
Eclipse Funds Inc.
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SCHEDULE II
COMPLIANCE OFFICER
Alison Micucci
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EXHIBIT A
ECLIPSE FUNDS INC.
ECLIPSE FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
INITIAL AND ANNUAL CERTIFICATION OF
COMPLIANCE WITH THE
ECLIPSE FUNDS INC.
ECLIPSE FUNDS
CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I hereby certify that I have received the Eclipse Funds Inc. and
Eclipse Funds Code of Ethics for Principal Executive and Senior Financial
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the "Code") and
that I have read and understood the Code. I further certify that I am subject to
the Code and will comply with each of the Code's provisions to which I am
subject.
I hereby certify that I have received the Eclipse Funds Inc. and
Eclipse Funds Code of Ethics for Principal Executive and Senior Financial
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the "Code") and
that I have read and understood the Code. I further certify that I have complied
with and will continue to comply with each of the provisions of the Code to
which I am subject.
/s/Stephen C. Roussin
Signature
Name: Stephen C. Roussin
Title/Department: Chairman, Eclipse Funds;
Eclipse Funds Inc.
Date: January 6, 2004
/s/Patrick J. Farrell
Signature
Name: Patrick J. Farrell
Title/Department: Treasurer and Chief
Financial and Accounting Officer, Eclipse
Funds; Eclipse Funds Inc.
Date:January 6, 2004
Received By: Michael Hession
Signature: /s/ Michael Hession
Date: January 6, 2004
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