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MAINSTAY CODE OF ETHICS
MAINSTAY INSTITUTIONAL FUNDS, INC.
MAINSTAY MANAGEMENT, LLC
Approved by the Board of Directors
of MainStay Institutional Funds, Inc.
as of ______________, 2000
Pursuant to Rule 17j-1
Under the Investment Company Act of 1940, as amended
I. INTRODUCTION AND APPLICATION
MainStay Institutional Funds, Inc. (the "Company") and its Investment
Adviser, MainStay Management, LLC ("MainStay Management"), recognize the
importance of high ethical standards in the conduct of their business and
require that this Code of Ethics (the "MainStay Code" or the "Code") be observed
by each of their Access Persons (defined below in Section III (A)). The
Company's Board of Directors (the "Board"), including a majority of its
Independent Directors (defined below in Section III (J)), has approved this Code
as compliant with Rule 17j-1 of the Investment Company Act of 1940, as amended
(the "1940 Act"), and has also approved the Code of Ethics of each Subadviser to
the Company and of the Company's principal underwriter. Access Persons of an
entity whose Code of Ethics has been approved by the Board and who are subject
to that code may comply with that code instead of the MainStay Code.
Prior to any Investment Adviser or Subadviser (each, an "Adviser") or
principal underwriter entering into an agreement to provide services to the
Company, such Adviser or principal underwriter shall have adopted its own code
of ethics that complies with Rule 17j-1, which code of ethics shall have been
approved by the Board in accordance with Rule 17j-1.
Any material change to the MainStay Code must be approved by the Board.
Any material change to the code of any Adviser or principal underwriter to the
Company must be approved by the Board within six months of the adoption of such
material change. Accordingly, an Adviser or principal underwriter must notify
the Company Compliance Officer (as defined herein) as soon as is practicable
following any such material change.
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 Compliance
Officer.
Each Access Person is under a duty to exercise his or her authority and
responsibility for the benefit of the Company 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 Company and its shareholders. Each such
person must avoid any circumstances that might adversely affect or
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appear to affect his or her duty of complete loyalty to the Company and its
shareholders in the discharge of his or her responsibilities, including the
protection of confidential information and corporate integrity. Each Access
Person must abstain from participation (or any other involvement) in "insider
trading" in contravention of any applicable law or regulation. The reputation of
the Company and its affiliates for trustworthy financial services is a valuable
asset that all Access Persons are expected to preserve and protect.
All personal securities transactions must be conducted consistent with
the Code and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of an individual's position of trust and responsibility.
All persons must abide by the fundamental standard that personnel of the
Company, its Advisers and principal underwriter should not take inappropriate
advantage of their positions.
While compliance with the provisions of the Code is anticipated, Access
Persons should be aware that in response to any violations, the Company,
MainStay Management or the applicable Adviser or principal underwriter, as the
case may be, will take whatever action is deemed appropriate under the
circumstances including, but not necessarily limited to, dismissal of such
Access Person. Technical compliance with the Code's procedures will not
automatically insulate from scrutiny trades that show a pattern of abuse of an
individual's fiduciary duties to the Company.
II. PURPOSE
This Code has been adopted by the Board in accordance with Rule
17j-1(c). Rule 17j-1 (the "Rule") (a copy of which is attached as Exhibit A.1)
generally prohibits fraudulent or manipulative practices with respect to
purchases or sales of securities held or to be acquired by investment companies,
if effected by persons associated with such companies. The Rule requires
organizations subject to it to adopt a code of ethics designed to prevent Access
Persons from engaging in fraud, and requires the organization to use reasonable
diligence and institute procedures reasonably necessary to prevent violations of
its code of ethics. The Rule also requires each Access Person to report personal
securities transactions on at least a quarterly basis, and to report securities
holdings upon becoming an Access Person, and annually thereafter. The purpose of
this Code is to provide regulations and procedures consistent with the 1940 Act,
Rule 17j-1 and recommendations contained in the May 9, 1994 Report of the
Advisory Group on Personal Investing of the Investment Company Institute.
III. DEFINITIONS
(A) "Access Person" means:
(i) any director, officer, general partner or Advisory
Person of the Company or an Adviser to the Company;
and
(ii) any director or officer of a principal underwriter
who, in the ordinary course of business, makes,
participates in or obtains information regarding, the
purchase or sale of securities by the Company, or
whose
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functions or duties in the ordinary course of
business relate to the making of any recommendation
to the Company regarding the purchase or sale of
securities.
(B) "Adviser" means an entity listed in the Company's current
prospectus that provides advice to the Company with respect to
the purchase and sale of securities and includes a Subadviser.
(C) "Advisory Person" means:
(i) any employee of the Company or employee of an Adviser
(or of any company in a control relationship to the
Company or an Adviser), who, in connection with his
or her regular functions or duties, makes,
participates in, or obtains information regarding the
purchase or sale of securities by the Company, or
whose functions relate to the making of any
recommendations with respect to such purchases or
sales; and
(ii) any other natural person, if any, who has the power
to exercise a controlling influence over the
management or policies of the Company or of an
Adviser, unless such power is solely the result of
his or her position with the Company, and who obtains
information concerning recommendations made to the
Company with regard to the purchase or sale of a
security.
(D) "Beneficial Ownership" shall have the same meaning as set
forth in Rule 16a-1(a)(2) of the Securities Exchange Act of
1934, as amended (a copy of which is attached as Exhibit A.2).
Subject to the specific provisions of Rule 16a-1(a)(2),
beneficial ownership generally means having or sharing,
directly or indirectly, through any contract arrangement,
understanding, relationship, or otherwise, a direct or
indirect "pecuniary interest" in the securities.
(i) "Pecuniary interest" means the opportunity, directly
or indirectly, to profit or share in any profit
derived from a transaction in the securities.
(ii) "Indirect pecuniary interest" includes:
(a) generally, securities held by members of the
person's "immediate family" sharing the same
household (which ownership interest may be
rebutted);
(b) a general partner's proportionate interest
in portfolio securities held by a general or
limited partnership;
(c) a person's right to dividends that is
separated or separable from the underlying
securities (otherwise, a right to dividends
alone will not constitute a pecuniary
interest in securities);
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(d) a person's interest in securities held by a
trust;
(e) a person's right to acquire securities
through the exercise or conversion of any
derivative security, whether or not
presently exercisable; and
(f) a performance-related fee, other than an
asset based fee, received by any broker,
dealer, bank, insurance company, investment
company, investment manager, trustee, or
person or entity performing a similar
function, with certain exceptions.
(iii) "Immediate family" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law,
and also includes adoptive relationships.
(iv) "Derivative securities" includes any option, warrant,
convertible security, stock appreciation right, or
similar right with an exercise or conversion
privilege at a price related to an equity security,
or similar securities with a value derived from the
value of an equity security, with certain exceptions.
(E) "Business Organized For Profit" means any corporation,
partnership, limited liability company, business trust or
similar corporate entity with a "profit-oriented" business
purpose, but does not mean any such entity with a "voluntary"
or "charitable" purpose, as such terms are commonly
understood.
(F) "Compliance Officer" means the person appointed by the
Company's Board of Directors to administer the Code and may
include, as applicable, a Local Compliance Officer. Where the
term "Compliance Officer of the Company" or "Company
Compliance Officer" is used, however, it shall not include a
Local Compliance Officer.
(G) "Covered Security" means any security except direct
obligations of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and high quality
short-term debt instruments, including repurchase agreements
and shares issued by open-end investment companies.
(H) "Director" means a director of the Company.
(I) "Fund" means a separate portfolio of assets of the Company.
(J) "Independent Director" means a Director of the Company who is
not an "interested person" of the Company within the meaning
of Section 2(a)(19) of the 1940 Act. The Secretary of the
Company will inform each Director whether he or she is an
Independent Director.
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(K) "Investment Adviser" means MainStay Management, LLC and/or any
Adviser that is not a Subadviser.
(L) "Investment Personnel" means (i) any employee of the Company
or an Adviser to the Company (or any company in a control
relationship to the Company or Adviser) who in connection with
his or her regular functions or duties makes, participates in
or recommends the purchase or sale of a security for the
Company, and (ii) any natural person, if any, who controls the
Company or any Adviser to the Company and who obtains
information concerning recommendations made to the Company or
any Fund thereof, regarding the purchase or sale of securities
by the Company or one or more Funds.
(M) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before registration, was not subject to the
reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934.
(N) "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or 4(6) thereof, or pursuant to Rules 504, 505,
or 506 thereunder.
(O) "Local Compliance Officer" means any officer appointed by the
Company Compliance Officer to ensure compliance with the Code
and Procedures by an Adviser or the principal underwriter.
(P) "Purchase or Sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
(Q) "Restricted List" means that listing of securities maintained
by the Company Compliance Officer in which trading by Access
Persons is generally prohibited.
(R) "Security Held or to Be Acquired" means any Covered Security
that within the most recent 15 calendar days (i) is or has
been held by the Company or (ii) "is being or has been
considered" by the Company or an Adviser to the Company for
purchase by the Company; and any option to purchase or to
sell, including any security convertible into or exchangeable
for, such security. A security is "being considered for
purchase or sale" when a recommendation to purchase or sell a
security has been made and communicated to an Access Person,
or with respect to the person making the recommendation, when
such person considers making such a recommendation.
(S) "Subadviser" means any entity listed in the Company's current
prospectus that provides advice to the Company with respect to
the purchase and sale of securities in a subadvisory
relationship to an Investment Adviser to the Company.
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IV. GENERAL POLICY
In accordance with Rule 17j-1(b), it shall be a violation of this Code
and the Procedures for any affiliated person or principal underwriter for the
Company, or any affiliated person of an Adviser to or the principal underwriter
of the Company in connection with the purchase or sale, directly or indirectly,
by such person of a Security Held or to Be Acquired by the Company:
1. to employ any device, scheme or artifice to defraud the
Company;
2. to make to the Company any untrue statement of a material fact
or to omit to state to the Company a material fact necessary
in order to make the statements made, in light of the
circumstances under which they are made not misleading;
3. to engage in any act, practice, or course of business that
operates or would operate as a fraud or deceit upon the
Company; or
4. to engage in any manipulative practice with respect to the
Company.
V. COMPLIANCE PROCEDURES
(A) Conflicts of Interest
(1) Each Access Person has the duty to disclose to the
Company Compliance Officer and, if such person is an
officer, director or employee of an Adviser or
principal underwriter, to the Local Compliance
Officer of that Adviser or principal underwriter, any
interest whatsoever that he or she may have in any
firm, corporation, or business unit with which he or
she is called upon to deal as a part of his or her
assigned duties with the Company or an Adviser or
principal underwriter or any other activity that the
Access Person reasonably believes presents a
potential conflict of interest. This disclosure must
be timely so that the Company or, as applicable, an
Adviser or principal underwriter may take such action
concerning the conflict as deemed appropriate by the
applicable Compliance Officer.
(2) Access Persons may not accept gifts, other than de
minimis gifts, from persons doing business with or on
behalf of the Company. Specific procedures regarding
accepting or giving gifts may have been adopted by
New York Life Insurance Company or by one of its
subsidiaries that also may apply to an Access Person.
In any event, gifts valued in excess of $100 may not
be accepted by Investment Personnel from persons
doing business with or on behalf of the Company.
(3) Access Persons (other than Independent Directors) may
not serve as directors, officers, general partners,
consultants, agents, representatives or employees of
a publicly traded company or any Business Organized
For
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Profit other than New York Life Insurance Company or
an affiliated company, unless prior authorization is
obtained from the Compliance Officer. Such
authorization will be based on a determination that
the business of such corporation does not conflict
with the interests of the Company, and that such
service would be consistent with the best interests
of the Company and its shareholders, and that such
service is not prohibited by law. If such service is
authorized, procedures must be in place to isolate
Access Persons serving as directors, officers,
general partners, consultants, agents,
representatives or employees of outside entities from
Investment Personnel making investment decisions on
behalf of the Company. In addition, if service as a
director of an outside Business Organized For Profit
is authorized, securities of such outside entity will
be added to the Company Restricted List.
(B) Preclearance of Personal Securities Transactions
(1) An Access Person must obtain prior written approval
from the Company Compliance Officer or applicable
Local Compliance Officer before purchasing or
selling, directly or indirectly, any Covered Security
in any account over which the Access Person exercises
Beneficial Ownership.
(2) Except as otherwise set forth at Section (C) below,
an Independent Director, or a non-Independent
Director who is not an officer of the Company, New
York Life Insurance Company or any of its affiliates,
need only obtain prior approval from the Compliance
Officer before purchasing or selling a Covered
Security in any account over which the Independent
Director exercises Beneficial Ownership if he or she
knew or, in the ordinary course of fulfilling his or
her official duties as a Director should have known,
that during the 15-day period immediately before or
after the director's transaction in that security,
the Company, or any Fund thereof, purchased or sold
that security on behalf of the Company, or any Fund
thereof, or any Adviser considered purchasing or
selling the security. A security is "being considered
for purchase or sale" when a recommendation to
purchase or sell a security has been made and
communicated to an Access Person or, with respect to
the person making the recommendation, when such
person considers making such a recommendation.
(3) Except as otherwise set forth in Section (C) below,
Access Persons who are officers or directors of New
York Life Insurance Company and are not officers or
directors of any Adviser (and are not otherwise
actively involved with the purchase and sale of
securities by the Company) need only obtain prior
approval from the Compliance Officer before
purchasing or selling a Covered Security in any
account over which such officer or director exercises
Beneficial Ownership if he or she knew or, in the
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ordinary course of fulfilling his or her official
duties in such capacity should have known, that
during the 15-day period immediately before or after
the officer's or director's transaction in that
security, the Company, or any Fund thereof, purchased
or sold that security on behalf of the Company, or
any Fund thereof, or any Adviser considered
purchasing or selling the security. A security is
"being considered for purchase or sale" when a
recommendation to purchase or sell a security has
been made and communicated to an Access Person or,
with respect to the person making the recommendation,
when such person considers making such a
recommendation.
(4) Access Persons are not required to preclear the
following transactions except as otherwise set forth
at Section (C) below:
(a) purchases or sales of securities, other than
securities acquired in an Initial Public
Offering or Limited Offering, effected in
any account which is managed on a
discretionary basis by a person other than
such Access Person and with respect to which
such Access Person does not in fact
influence or control such transactions;
(b) non-discretionary purchases which are part
of an automatic dividend or distribution
reinvestment plan;
(c) purchases effected upon the exercise of
rights issued by an issuer pro rata to all
holders of a class of its securities, to the
extent such rights were acquired from such
issuer, and sales of such rights so
acquired;
(d) purchases or sales of exchange-traded
futures contracts;
(e) purchases or sales of shares of registered
open-end investment companies (commonly
referred to as "mutual funds"); or
(f) purchases or sales of unit investment trusts
("UITs") which hold securities in proportion
to a broad-based index.
(C) Other Rules Relating to Personal Securities Transactions
(1) Access Persons may not directly or indirectly acquire
beneficial ownership in any security in an Initial
Public Offering or a Limited Offering without the
express written prior approval of the Company
Compliance Officer. The Company Compliance Officer or
the Local Compliance Officer, as the case may be,
shall maintain a record as required by Rule 17j-1 of
all requests for approval to acquire beneficial
ownership of any security in an Initial Public
Offering or a Limited Offering, the disposition of
any such request, and, if applicable, the basis for
approving the request.
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(2) Access Persons who have obtained prior approval and
made an investment in an Initial Public Offering or
Limited Offering must, if such Access Persons both
continue to hold such investment and play a part in
any subsequent consideration of an investment by the
Company in that issuer, disclose that investment to
the Company Compliance Officer, and, as applicable,
to relevant Investment Personnel or any officer of
the Company that plays a part in any subsequent
consideration of an investment by the Company in that
issuer. Under such circumstances, the Company's
decision to purchase securities in an Initial Public
Offering or Limited Offering should be subject to
independent review by Investment Personnel with no
investment in the issuer of such securities.
(3) No Access Person may execute a transaction in a
Covered Security in any account over which he or she
exercises Beneficial Ownership on a day when the
Company has a pending "buy" or "sell" order in that
same security until such order is executed or
withdrawn. If the Access Person is an employee of an
Adviser, this restriction shall apply only to those
securities being bought or sold by the Fund and other
accounts managed by that Adviser. However, if the
Access Person has actual knowledge of securities
being bought or sold by a Fund managed by a different
Adviser, the Access Person shall be subject to this
restriction with respect to such securities. An
Independent Director is subject to this paragraph (3)
only if he or she has actual knowledge that the
Company has a pending "buy" or "sell" order in that
same security.
(4) No Access Person may execute a personal securities
transaction involving a Covered Security within fewer
than seven calendar days before and after the Company
executes a transaction in that same security.
(5) Access Persons may not profit from the purchase and
sale or sale and purchase of the same (or equivalent)
Covered Securities within 60 calendar days.
(6) Access Persons may not trade on inside information
(i.e., material and non-public information) or
communicate such information to others. An Access
Person who believes that he or she is in possession
of inside information should contact the Company
Compliance Officer or Local Compliance Officer, as
applicable. After reviewing the issue, the Company
Compliance Officer or Local Compliance Officer, as
the case may be, will advise the Access Person as to
whether he or she may trade on or communicate the
information to others.
(7) No Access Person may engage in "excessive trading" as
determined by the Company Compliance Officer.
"Excessive trading" may, for example and without
limitation, be defined in terms of a maximum number
of trades per
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quarter. The Company Compliance Officer will promptly
inform all Access Persons of any decision to
establish and enforce any such specific definition of
"excessive trading."
(8) With respect to transactions prohibited pursuant to
paragraphs (3) and (4) immediately above, the
Compliance Officer may make exceptions for
contemplated transactions involving:
(i) 500 shares or less in the aggregate, if the
issuer has market capitalization
(outstanding shares multiplied by the
current market price per share) greater than
$5 billion; or
(ii) 500 shares or less in the aggregate in any
seven day period or less than .001% of the
issuer's market capitalization, whichever is
less, if the issuer has market
capitalization (outstanding shares
multiplied by the current market price per
share) less than $5 billion; or
(iii) investment grade debt instruments less than
$100,000.
No such exception shall be granted with respect to
transactions prohibited pursuant to paragraph (4)
immediately above for securities "being considered
for purchase or sale" by the Company. A security is
"being considered for purchase or sale" when a
recommendation to purchase or sell a security has
been made or communicated to an Access Person or,
with respect to the person making the recommendation,
when such person considers making such a
recommendation.
(9) Any profits realized from transactions prohibited by
this Code, including, among other things, any profits
realized from a personal securities transaction
executed during the periods proscribed in paragraphs
(3), (4) or (5) immediately set forth above, must be
disgorged to the Company if material and necessary to
make the Company whole. To the extent practicable
such disgorged profits will be allocated among the
Funds proportionately. If allocation either to a
particular Fund or among Funds is deemed
impracticable by the Company Compliance Officer, the
profit will be disgorged to a charity designated by
the Company Compliance Officer. Profits deemed
non-material or otherwise not necessary to make the
Company whole by the Company Compliance Officer
generally will be disgorged to a charity designated
by the Company Compliance Officer.
VI. REPORTING AND MONITORING
(A) Initial Securities Holdings Report
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Within ten (10) days of becoming an Access Person, each such
person shall submit to the Company Compliance Officer or Local
Compliance Officer a report on the form attached as Exhibit E or a
similar form as approved by the Company Compliance Officer listing all
Covered Securities beneficially owned by the Access Person. The report
shall also include information requested on the form regarding any
account with a broker, dealer or bank in which securities are held for
the direct or indirect benefit of the Access Person. The Company
Compliance Officer or Local Compliance Officer, as the case may be,
shall maintain such reports and such other records as are required by
Rule 17j-1.
(B) Quarterly Transaction Report
Each Access Person shall submit to the Company Compliance
Officer or Local Compliance Officer on a quarterly basis, a report on
the form attached as Exhibit B or a similar form as approved by the
Company Compliance Officer covering the matters included in the form.
The report must list transactions in any Covered Security in which such
Access Person has, or by reason of such transaction acquires or
disposes of, any Beneficial Ownership in the security. The report shall
also include information requested on the form regarding any account
with a broker, dealer or bank in which securities are held during the
quarter for the director indirect benefit of the Access Person. Reports
shall be delivered to the Company Compliance Officer or Local
Compliance Officer, as the case may be, not later than ten (10) days
after the end of the calendar quarter in which a transaction to which
the report relates was effected. The Company Compliance Officer or
Local Compliance Officer, as the case may be, shall maintain such
reports and such other records as are required by Rule 17j-1.
(C) Annual Securities Holding Reports
All Access Persons shall submit to the Company Compliance
Officer or Local Compliance Officer, as the case may be, on an annual
basis, a report on the form attached as Exhibit C or a similar form as
approved by the Company Compliance Officer listing all Covered
Securities beneficially owned by the Access Person as of a date within
thirty (30) days of the date that the form is submitted. The first of
such annual reports shall be submitted to the Compliance Officer by no
later than January 31, 2001, and on or before January 31st annually
thereafter. The report shall also include information requested on the
form regarding any account with a broker, dealer or bank in which
securities are held for the direct or indirect benefit of the Access
Person. The Compliance Officer shall maintain such reports and such
other records as are required by Rule 17j-1 under the 1940 Act.
(D) Reports by Independent Directors
An Independent Director who would be required to make a report
solely by reason of being a Director of the Company need not make an
initial holdings report required by Section VI A. of this Code or an
annual holdings report required under Section VI.C. of this Code. An
Independent Director of the Company need only report a securities
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transaction in accordance with this Section VI.D. and VI.B. (quarterly
transaction reports) if such Director, at the time of that transaction,
knew or, in the ordinary course of fulfilling his official duties as a
Director of the Company, should have known that, during the 15-day
period immediately preceding or following the date of the transaction
by such Director, such security is or was purchased or sold by the
Company, or the Company or one or more of its Advisers considered
purchasing or selling the security.
(E) Copies of Confirmations and Account Statements
Each Access Person must direct his or her broker to provide to
the Company Compliance Officer or Local Compliance Officer copies of
confirmations of all personal securities transactions (including
transactions in accounts in which the Access Person has beneficial
ownership) on a timely basis and to provide copies of all periodic
statements for all accounts over which the Access Person Beneficial
Ownership. Independent Directors of the Company need not provide such
broker confirmations.
(F) Monitoring and Review of Reports
The Compliance Officer shall monitor the personal trading
activity and review the personal trading and securities holdings
reports of all Access Persons pursuant to procedures established under
this Code.
(G) Confidentiality
All reports furnished pursuant to this Section VI will be
maintained on a confidential basis and will be reasonably secured to
prevent access to such records by unauthorized personnel.
(H) Annual Compliance Certification
Each Access Person shall complete an annual certification in
the form attached as Exhibit D (or as revised from time to time) that
he or she has received, read and understood the Code and that he or she
is subject to and has complied with each of the Code's provisions
applicable to such person.
(I) Annual Report to Board
The Compliance Officer shall prepare an annual report for the
Board which the Board should consider. At a minimum, the annual report
shall:
(i) summarize the existing Procedures concerning personal
investing and any changes in the Procedures made
during the year;
(ii) describe any issues arising under the Code or
Procedures since the last report to the Board,
including, but not limited to, information about
material violations to the Code or Procedures, and
sanctions imposed in response to the material
violations;
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(iii) certify to the Board that the Company or, in the case
of an Adviser or principal underwriter, such Adviser
or principal underwriter has adopted procedures
reasonably necessary to prevent Access Persons from
violating the Code of Ethics; and
(iv) identify any recommended changes in existing
restrictions or procedures
VII. EXCEPTIONS
The Compliance officer, in consultation with legal counsel for the
Company and the Local Compliance Officer, if applicable, may grant
written exceptions to provisions of the Code in circumstances which
present special hardship. The exceptions may be granted to individuals
or classes of individuals with respect to particular transactions,
classes of transactions or all transactions. Exceptions shall be
structured to be as narrow as is reasonably practicable with
appropriate safeguards designed to prevent abuse of the exception.
Notwithstanding the foregoing, however, no exception to a provision of
the Code shall be granted where such exception would result in a
violation of Rule 17j-1. Any exception which is granted shall be
reported to the Board at the next regularly scheduled meeting of the
Directors.
VIII. RECORD-KEEPING
(A) The Company Compliance Officer and the Local Compliance
Officer must maintain all records (including information
provided on Exhibits A and/or B attached to the Procedures)
relating to compliance with the Code, such as exception
reports, other internal memoranda relating to non-compliant
transactions and preclearance records, for a period of seven
years.
(B) Upon request by the Company Compliance Officer, a Local
Compliance Officer will provide the Company Compliance Officer
access to the Local Compliance Officer's Code records.
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EXHIBIT A.1
Rule 17j-1 Under the Investment Company Act of 1940.
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EXHIBIT A.2
Rule 16a-1 under the Securities Exchange Act of 1934.
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EXHIBIT B
QUARTERLY SECURITIES TRANSACTION REPORT
FOR THE QUARTER ENDED _________, 200__
This report is submitted by _________________________ (print name).*
(a) I certify that the transactions listed below are the only
transactions effected in Covered Securities of which I had Beneficial Ownership
as defined in Section III of the Code of Ethics during the quarter ended
__________________________________ including any transactions with respect to
any account with a broker dealer or bank for my direct or indirect benefit.
<TABLE>
<CAPTION>
==============================================================================================================================
INTEREST RATE AND
TYPE OF TITLE OF NO. OF PRINCIPAL MATURITY DATE (IF BROKER-
DATE OF TRANSACTION TRANSACTION SECURITY SHARES AMOUNT APPLICABLE) PRICE DEALER/BANK
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
==============================================================================================================================
</TABLE>
P = Purchase
S = Sale
E = Exercise of Option
_____________________________
Signature
* This report will not be construed as an admission that the person making the
report has any direct or indirect beneficial ownership in any security to which
the report relates.
Page 16
<PAGE> 17
(b) The following are the accounts in which any securities were held for my
direct or indirect benefit during the quarter ended __________________:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
NAME OF BROKER, DEALER OR BANK DATE ACCOUNT ESTABLISHED CHECK IF ESTABLISHED/CLOSED
WITH WHICH ACCOUNT IS/WAS HELD (AND CLOSED, IF APPLICABLE) LAST QUARTER
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>
(c) I certify that the information contained in this report is true and
correct as of the date indicated below.
Signature:_______________________ Date Report Submitted: ______________________
Received By: ______________ Reviewed By: ____________ Comments: _____________
Title: Title:
Date: Date: _____________
_____________
Page 17
<PAGE> 18
EXHIBIT C
ANNUAL SECURITIES HOLDING REPORT
FOR THE YEAR ENDED DECEMBER 31, 200__
This report is submitted by __________________________ (print name).*
I certify that the securities listed below are the only Covered
Securities of which I had beneficial ownership as of the year ended December 31,
____ including any securities held in an account with a broker dealer or bank
for my direct or indirect benefit.
<TABLE>
<CAPTION>
========================================================================================================================
NAME OF TYPE OF NO. OF DATE(S) PRINCIPAL BROKER- NATURE OF INTEREST
SECURITY SECURITY SHARES PURCHASED AMOUNT DEALER/BANK (DIRECT, OWNERSHIP,
(IF APPLICABLE) SPOUSE, CONTROL,
ETC.)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
========================================================================================================================
</TABLE>
Signature:_________________________ Date Report Submitted: _________________
Received By: __________ Reviewed By: __________ Comments: __________
Title: Title:
Date: Date: __________
__________
* This report will not be construed as an admission that the person making the
report has any direct or indirect beneficial ownership in any security to which
this report relates.
Page 18
<PAGE> 19
EXHIBIT D
ANNUAL CERTIFICATION OF
COMPLIANCE WITH THE MAINSTAY CODE OF ETHICS
I, _______________, hereby certify that I have received the MainStay
Code of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act
of 1940, as amended (the "Code"), and that I have read and understood the Code.
I further certify that I am subject to the Code and have complied with each of
the Code's provisions to which I am subject.
________________________________
Name:
Position
_______________________________
Date:
Received By: __________________
Title:
Date:
Page 19
<PAGE> 20
EXHIBIT E
INITIAL SECURITIES HOLDING REPORT
AS OF ____________, 200__
This report is submitted by _______________________________(print name
and position).*
I certify that the Covered Securities listed below are the only
securities of which I have direct or indirect beneficial ownership as of
_________, 2000, including those held in an account with any broker, dealer or
bank for my direct or indirect benefit.
<TABLE>
<CAPTION>
==============================================================================================================
NAME OF TYPE OF NO. OF PRINCIPAL BROKER- NATURE OF INTEREST
SECURITY SECURITY SHARES AMOUNT DEALER/BANK (DIRECT, OWNERSHIP,
(IF APPLICABLE) SPOUSE, CONTROL,
ETC.)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
==============================================================================================================
</TABLE>
Signature:_________________________ Date Report Submitted: _________________
Received By: __________ Reviewed By: __________ Comments: __________
Title: Title:
Date: Date: __________
__________
* This report will not be construed as an admission that the person making the
report has any direct or indirect beneficial ownership in any security to which
the report relates.
