Exhibit (a)(1)
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICERS
MAINSTAY GROUP OF FUNDS (THE "FUNDS")
ECLIPSE FUNDS
ECLIPSE FUNDS INC.
MAINSTAY FUNDS TRUST
THE MAINSTAY FUNDS
MAINSTAY VP SERIES FUND, INC.
APPROVED BY THE BOARD OF THE DIRECTORS/TRUSTEES
OF MAINSTAY GROUP OF FUNDS (THE "BOARD")
ON SEPTEMBER 30, 2009
PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
I. INTRODUCTION AND APPLICATION
The Funds 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 each has adopted a code of ethics applicable to the principal executive
officers. The Board, including a majority of its Independent Directors/Trustees
(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;
- 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 Funds' 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" or "Trustee" means a director or 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/Trustee" means a director/trustee of the Board
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 its 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 its
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
its 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 its 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/Trustee'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 its 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 it deems appropriate. It is
recognized, however, that the Funds or its 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 New York Life Investment Management 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/Trustees 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 Funds service providers
with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the
Funds files with, or submits 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/Trustees. 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 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
Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer
SCHEDULE II
COMPLIANCE OFFICER
Jeffrey A. Engelsman
EXHIBIT A
MAINSTAY GROUP OF FUNDS
ECLIPSE FUNDS
ECLIPSE FUNDS INC.
MAINSTAY FUNDS TRUST
THE MAINSTAY FUNDS
MAINSTAY VP SERIES FUND, INC.
CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICERS
INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE WITH THE
MAINSTAY GROUP OF FUNDS CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICERS
[X] I hereby certify that I have received the MainStay Group of Funds Code of
Ethics for Principal Executive 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 MainStay Group of Funds Code of
Ethics for Principal 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 P. Fisher
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Name: Stephen P. Fisher
Title: President and Principal Executive
Officer
Date: January 7, 2011
/s/ Jack R. Benintende
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Name: Jack R. Benintende
Title: Treasurer and Principal Financial
and Accounting Officer
Date: January 7, 2011