Exhibit (a)(1)
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;
- ----------
(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."
- 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;
- 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.
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 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;
- 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 Exhibit A
hereto that the Covered Officer has received, read, and
understands the Code;
(2) annually thereafter affirm on Exhibit 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.
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.
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.
SCHEDULE I
COVERED OFFICERS
Stephen P. Fisher, President and Principal Executive Officer,
Eclipse Funds and Eclipse Funds Inc.
Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer,
Eclipse Funds and Eclipse Funds Inc.
SCHEDULE II
COMPLIANCE OFFICER
Jeffrey A. Engelsman
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.
[X] 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.
By: /s/ Stephen P. Fisher
------------------------------------
Stephen P. Fisher
President and Principal Executive
Officer Eclipse Funds and
Eclipse Funds Inc.
Date: January 8, 2009
Received By: Thomas C. Humbert
Signature: /s/ Thomas C. Humbert
--------------------------
Date: January 8, 2009
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.
[X] 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.
By: /s/ Jack R. Benintende
------------------------------------
Jack R. Benintende
Treasurer and Principal Financial
and Accounting Officer,
Eclipse Funds and Eclipse Funds Inc.
Date: January 8, 2009
Received By: Thomas C. Humbert
Signature: /s/ Thomas C. Humbert
--------------------------
Date: January 8, 2009