EXHIBIT (a)(12)

THE MAINSTAY FUNDS

Establishment and Designation of Additional Series and Classes of Shares of Beneficial Interest, Par Value $0.01 Per Share

December 10, 2001

RESOLVED, that the undersigned, being a majority of the Trustees of The MainStay Funds, a Massachusetts business trust (the "Trust"), acting pursuant to
Section 5.11 of the Declaration of Trust dated January 9, 1986 as amended and restated on August 30, 1991 and December 31, 1994 (the "Declaration of Trust"), hereby authorize the establishment of one additional series of the Trust (the "Series"); and

FURTHER RESOLVED, that pursuant to Section 5.12 of the Declaration of Trust, the Series shall have such classes of shares (each, a "Class") as provided below; and

FURTHER RESOLVED, that the Series and Class shall have the following special and relative rights:

1. The Series shall be designated as follows:

MainStay U.S. Large Cap Equity Fund

2. The Series shall have initially three Classes of shares, designated Class A, Class B and Class C, each, and any additional Classes, to have such special and relative rights, and be subject to such liabilities as may be provided for from time to time in the Trust's registration statement under the Securities Act of 1933 and the Investment Company Act of 1940 and the Trust's Multiple Class Plan Pursuant to Rule 18f-3, each as amended from time to time.

3. The Series shall be authorized to invest in cash, securities, instruments and other property as from time to time described in its then currently effective prospectus and registration statement under the Securities Act of 1933. Each share of beneficial interest of the Series ("Share") shall be redeemable, shall be entitled to one vote (or fraction thereof in respect of a fractional Share) on matters on which Shares of the Series or a Class shall be entitled to vote, shall represent a pro rata beneficial interest in the assets allocated to the Series, and shall be entitled to receive its pro rata share of net assets of such Series upon liquidation of the Series, all as provided in the Declaration of Trust. The proceeds of sales of Shares of the Series, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to such Series, unless otherwise required by law.

4. Shareholders of all series of the Trust, including the Series, shall vote as a class on any matter, except to the extent otherwise required by the Investment Company Act of 1940 or when the Trustees have determined that the matter affects only the interests of Shareholders of any series, including the Series or any Class, in which case only the Shareholders of such series or class shall be entitled to vote thereon. Any matter shall be deemed to have been effectively acted upon with respect to a series if acted upon as provided in Rule 18f-2 under such Act or any successor rule and in the Declaration of Trust.

5. The assets and liabilities of the Trust shall be allocated among the series of the Trust, including the Series, and between Classes, as set forth in Sections 5.11 and 5.12 of the Declaration of Trust, except as described below.

(a) Costs incurred by the Trust on behalf of the Series in connection with the organization and initial registration and public offering of Shares of the Series shall be treated in accordance with applicable law and generally accepted accounting principles.

(b) The liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular series or class shall be allocated among the series of the Trust, including the Series, and/or between the Classes on the basis of their relative average daily net assets except where allocations of direct expenses can otherwise fairly be made.

(c) The Trustees may from time to time in particular cases make specific allocations of assets or liabilities among the series or classes of the Trust.

6. The Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets, liabilities and expenses or to change the designation of any series or class now or hereafter created, or to otherwise change the special and relative rights of any such series or class, provided that such change shall not adversely affect the rights of Shareholders of such series or class.

--------------------                            ---------------------
Edward J. Hogan                                 John B. McGuckian

--------------------                            ---------------------
Harry G. Hohn                                         Donald E. Nickelson


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Richard M. Kernan, Jr.                                Donald K. Ross


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Charlynn Goins                                        Stephen C. Roussin


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Terry L. Lierman                                Richard S. Trutanic


                                                ---------------------
                                                Gary E. Wendlandt

EXHIBIT (d)(1)((d)

THE MAINSTAY FUNDS

MANAGEMENT AGREEMENT

Agreement, made as of the ___ day of December, 2001 between THE MAINSTAY FUNDS, a Massachusetts business trust (the "Trust"), on behalf of its series (the "Fund") as set forth on Schedule A, as amended from time to time, and New York Life Investment Management LLC, a Delaware limited liability company (the "Manager").

W I T N E S S E T H:

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the shares of beneficial interest of the Trust (the "Shares") are divided into separate series, each of which is established pursuant to a written instrument executed by the Trustees of the Trust and the Trustees may from time to time terminate such series or establish and terminate additional series; and

WHEREAS, the Trust desires to retain the Manager to render investment advisory and related administrative services to the Fund, and the Manager is willing to render such services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

I. Appointment. The Fund hereby appoints New York Life Investment Management LLC to act as manager to the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein described, for the compensation herein provided.

II. Duties as Manager. Subject to the supervision of the Trustees of the Trust, the Manager shall administer the Fund's business affairs and manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein, in accordance with the investment objectives, policies and restrictions of the Fund, as stated in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings:

A. The Manager shall (i) furnish the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by the Fund (excluding those being maintained by the Fund's Custodian, Transfer Agent and Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the Fund's subadvisor, if any; and (iii) furnish the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities.

B. The Manager shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash.

C. The Manager shall use its best judgment in the performance of its duties under this Agreement.

D. The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations.

E. The Manager, and any subadvisor to whom such authority has been delegated, shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadvisor may be a party. It is understood that neither the Fund, the Trust nor the Manager or any subadvisor has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Manager or any subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadvisor is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadvisor in connection with its services to other clients.

On occasions when the Manager or any subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Manager or any subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

F. The Manager shall maintain all books and records with respect to the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and
(10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Trust's Trustees such periodic and special reports as the Trustees may reasonably request.

G. The Manager shall provide the Trust's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

H. With respect to any or all series of the Trust, including the Fund, the Manager may enter into one or more contracts ("Subadvisory" or "Sub-Administration Contract") with a subadvisor or sub-administrator in which the Manager delegates to such subadvisor or sub-administrator any or all its duties specified in this Agreement, provided that the Subadvisory or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

III. Manager Personnel. The Manager shall authorize and permit any of its directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Manager under this Agreement may be furnished through the medium of any of such directors, officers, or employees.

IV. Books and Records. The Manager shall keep the Fund's books and records required to be maintained by it, pursuant to paragraph 2 hereof. The Manager agrees that all records which it maintains for the Fund are the property of the Fund, and it will surrender promptly to the Fund any of such records upon the Fund's request. The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Securities and Exchange Commission (the "Commission") under the 1940 Act any such records as are required to be maintained by the Manager pursuant to paragraph 2 hereof.

V. Services Not Exclusive. The services furnished by the Manager hereunder are not to be deemed exclusive and the Manager shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.

VI. Documents. The Trust has delivered to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

A. Declaration of Trust of the Trust, filed with the Secretary of The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust");

B. By-Laws of the Trust (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-Laws");

C. Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Manager and approving the form of this Agreement;

D. Written Instrument to Establish and Designate Separate Series of Shares;

E. Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Commission, relating to the Fund and the Fund's Shares and all amendments thereto;

F. Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and

G. The form of Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called collectively the "Prospectus").

VII. Expenses. A. In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses:

1. the salaries and expenses of all personnel of the Trust and the Manager, except the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust; and

2. all expenses incurred by the Manager in connection with managing the investment operations of the Fund and administering the ordinary course of the Fund's business, other than those assumed by the Fund herein;

B. the Fund assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Trust, the Fund shall be liable only for its allocable portion of the expenses):

1. the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust;

2. the fees and expenses of the Fund's custodian which relate to (A) the custodial function and the recordkeeping connected therewith, (B) the maintenance of the required accounting records of the Fund not being maintained by the Manager, (C) the pricing of the Fund's Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Trustees of the Trust, and (D) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Fund's Shares;

3. the fees and expenses of the Trust's transfer and dividend disbursing agent, which may be the custodian, which relate to the maintenance of the shareholder account;

4. the charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal and compliance department) and independent accountants for the Trust;

5. brokers' commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Fund;

6. all taxes and business fees payable by the Trust or the Fund to federal, state or other governmental agencies;

7. the fees of any trade association of which the Trust may be a member;

8. the cost of share certificates representing Fund Shares;

9. the fees and expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Commission, registering the Trust as a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Trust's registration statements and prospectuses for filing under federal and state securities laws for such purposes;

10. allocable communications expenses with respect to investor services and all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

11. litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business; and

12. any expenses assumed by the Fund pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

VIII. Organization Expenses. The Fund hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of Shares of the Fund.

IX. Compensation. For the services provided and the facilities furnished pursuant to this Agreement, the Trust will pay to the Manager as full compensation therefor a fee at an annual rate, as set forth opposite the Fund's name on Schedule A, of the average daily net assets of the Fund.

This fee will be computed daily and will be paid to the Manager monthly. This fee will be chargeable only to the Fund, and no other series of the Trust shall be liable for the fee due and payable hereunder. The Fund shall not be liable for any expense of any other series of the Trust.

X. Standard of Care. Subject to the applicable law, the Manager shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

XI. Duration and Termination. This Agreement shall continue in effect with respect to the Fund for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually with respect to the Fund in conformity with the requirements of the 1940 Act and the Rules thereunder; provided, however, that this Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

XII. Other Business. Nothing in this Agreement shall limit or restrict the right of any of the Manager's directors, officers, or employees who may also be a Trustee, officer, or employee of the Trust to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the Manager's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association.

XIII. Independent Contractor. Except as otherwise provided herein or authorized by the Trustees of the Trust from time to time, the Manager shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed an agent of the Fund or the Trust.

XIV. Trust Materials. During the term of this Agreement, the Trust agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or to the public,

which refer to the Manager in any way, prior to use thereof and, not to use such material if the Manager reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Trust will continue to furnish to the Manager copies of any of the above-mentioned materials which refer in any way to the Manager. The Trust shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Fund as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

XV. Amendment. This Agreement may be amended in writing by mutual consent, but the consent of the Fund, if required, must be obtained in conformity with the requirements of the 1940 Act and the Rules thereunder.

XVI. Notice. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054; or (2) to the Trust at 51 Madison Avenue, New York, NY 10010.

XVII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

XVIII. Limitation of Liability of the Trust and the Shareholders. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Trust shall be personally liable hereunder. The name "The MainStay Funds" is the designation of the Trust for the time being under the Declaration of Trust and all persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust, as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust. No series of the Trust shall be liable for any claims against any other series of the Trust.

XIX. Use of Name. The Fund may use any name including the word "MainStay" only for so long as this Agreement or any other agreement between the Manager or any other affiliate of New York Life Insurance Company and the Trust or any extension, renewal or amendment thereof remains in effect, including any similar agreement with any organization which shall have succeeded to the Manager's business as investment adviser. At such time as such an agreement shall no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such name or any other name indicting that it is advised by or otherwise connected with the Manager or any organization which shall have so succeeded to its business.

XX. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. As used in this Agreement, terms shall have the same meaning as such terms have in the 1940 Act. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

THE MAINSTAY FUNDS, on behalf of the series listed on Schedule A

Title:

                                   SCHEDULE A

FUND                                      ANNUAL RATE*

U.S. Large Cap Equity Fund                    0.65%

* of the Fund's average daily net assets

EXHIBIT (d)(2)(i)

SUB-ADVISORY AGREEMENT

Agreement made as of December ___, 2001 (the "Agreement") between New York Life Investment Management LLC, a Delaware limited liability company (the "Manager"), and McMorgan & Company LLC, a Delaware limited liability company (the "Subadvisor").

WHEREAS, the Manager has entered into a Management Agreement, dated December ___, 2001 (the "Management Agreement") with The MainStay Funds (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of the U.S. Large Cap Equity Fund (the "Fund");

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Fund,

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to a subadvisor; and

WHEREAS, the Manager desires to retain the Subadvisor to furnish certain investment advisory services with respect to the Fund and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, the parties agree as follows:

I. Appointment. The Manager hereby appoints the Subadvisor as an investment subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadvisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

II. Duties as Subadvisor. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadvisor shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein, in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings:

A. The Subadvisor shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash.

B. The Subadvisor shall use its best judgment in the performance of its duties under this Agreement.

C. The Subadvisor, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations.

D. The Subadvisor shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadvisor may be a party. It is understood that neither the Fund, the Trust, the Manager nor the Subadvisor has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadvisor is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadvisor in connection with its services to other clients.

On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

E. The Subadvisor shall maintain all books and records with respect to the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request.

F. The Subadvisor shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

III. Subadvisor Personnel. The Subadvisor shall authorize and permit any of its directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Subadvisor under this Agreement may be furnished through the medium of any of such directors, officers, or employees.

IV. Books and Records. The-Subadvisor shall keep the Fund's books and records required to be maintained by it, pursuant to paragraph 2 hereof. The Subadvisor agrees that all records which it maintains for the Fund are the property of the Fund, and it will surrender promptly to the Fund any of such records upon the Fund's request. The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Securities and Exchange Commission (the "Commission") under the 1940 Act any such records as are required to be maintained by the Subadvisor pursuant to paragraph 2 hereof.

V. Services Not Exclusive. The services furnished by the Subadvisor hereunder are not to be deemed exclusive and the Subadvisor shall be free to furnish similar or different services to others so long as its services under this Agreement are not impaired thereby.

VI. Documents. The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

A. Declaration of Trust of the Trust, filed with the Secretary of The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust");

B. By-Laws of the Trust (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-Laws");

C. Certified Resolutions of the Board of Trustees of the Trust authorizing the appointment of the Subadvisor and approving the form of this Agreement;

D. Written Instrument to Establish and Designate Separate Series of Shares;

E. Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Commission relating to the Fund and the Fund's Shares and all amendments thereto;

F. Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and

G. Each Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called collectively the "Prospectus").

VII. Expenses. During the term of this Agreement, the Subadvisor will bear all expenses incurred by it in connection with its services under this Agreement. The Subadvisor shall not be responsible for any expenses incurred by the Trust, the Fund or the Manager.

VIII. Compensation. For the services provided and the expenses assumed by the Subadvisor pursuant to this Agreement, the Manager, not the Trust or the Fund, will pay to the Subadvisor a fee, computed daily and payable monthly, at an annual rate, as set forth opposite the Fund's name on Schedule A, of the average daily net assets of the Fund.

IX. Standard of Care. Subject to the applicable law, the Subadvisor shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

X. Duration and Termination. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually with respect to the Fund in conformity with the requirements of the 1940 Act and the Rules thereunder. Notwithstanding the foregoing, this Agreement may be terminated: (a) with respect to the Fund at any time without penalty upon the vote of a majority of the Trust's Trustees or by vote of the majority of the Fund's outstanding voting securities, upon sixty (60) days' written notice to the Subadvisor, (b) by the Manager at any time without penalty upon sixty (60) days' written notice to the Subadvisor or immediately upon material breach by the Subadvisor or immediately if, in the reasonable judgment of the Manager, the Subadvisor becomes unable to discharge its duties and obligations under this Agreement, or (c) by the Subadvisor at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act) or the assignment or termination of the Management Agreement.

XI. Other Business. Nothing in this Agreement shall limit or restrict the right of any of the Subadvisor's directors, officers, or employees who may also be a Trustee, officer, or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the Subadvisor's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association.

XII. Amendment. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of this Agreement shall be effective until approved (i) by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, and

(ii) by a vote of a majority of the Fund's outstanding voting securities (unless in the case of (ii), the Trust receives a Commission order or no-action letter permitting it to modify the Agreement without such vote).

XIII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

XIV. Notice. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054; or (2) to the Subadvisor at One Bush Street, Suite 800, San Francisco, California 94104.

XV. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. As used in this Agreement, the terms "majority of the outstanding voting securities," "affiliated person," "interested person," "assignment," "broker," "investment adviser," "net assets," "sale," "sell" and "security" shall have the same meaning as such terms have in the 1940 Act. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By: ___________________________________
Name:
Title:

MCMORGAN & COMPANY LLC

By: ____________________________________
Name:
Title:

SCHEDULE A

FUND ANNUAL RATE*
U.S. Large Cap Equity Fund 0.325%

* of the Fund's average daily net assets

EXHIBIT (g)(2)(i)

AMENDMENT TO CUSTODIAN CONTRACT

This Amendment to Custodian Contract is made as of July 2, 2001 by and between THE MAINSTAY FUNDS (the "Fund") and STATE STREET BANK AND TRUST COMPANY (the "Custodian"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Contract referred to below.

WHEREAS, the Fund and the Custodian entered into a Custodian Contract dated as of March 24, 1986 (as amended, modified or supplemented and in effect from time to time, the "Contract");

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Fund has made eight of its series, namely Mainstay Capital Appreciation Fund, Mainstay Convertible Fund, Mainstay Government Fund, Mainstay High Yield Corporate Bond Fund, Mainstay Money Market Fund, Mainstay Tax Free Bond Fund, Mainstay Total Return Fund, and Mainstay Value Fund, subject to the Contract since the effective date that the Custodian commenced providing custodial services for each such series (each such series, together with all other series subsequently established by the Fund and made subject to the Contract in accordance with the terms thereof, shall be referred to as a "Portfolio" and collectively, as the "Portfolios");

WHEREAS, the Fund and the Custodian entered into an Amendment to Custodian Contract dated as of June 23,1998 (the "1998 Amendment") to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") promulgated under the Investment Company Act of 1940, as amended (the "1940 Act") and amend and restate certain other provisions of the Contract relating to the custody of assets of the Portfolios held outside the United States; and

WHEREAS, the Fund and the Custodian desire to further amend the Contract to reflect further revisions to Rule 17f-5, the adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the 1940 Act and certain other provisions of the Contract relating to the custody of assets of the Portfolios held outside the United States.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:

XVI. Article 3 and Article 4 of the Contract (as each is more particularly set forth in the 1988 Amendment) are hereby deleted and replaced in their entirety by Article 3 and Article 4, respectively, set forth below.

XVII. Provisions Relating to Rules 17f-5 and 17f-7

A. DEFINITIONS. Capitalized terms in this Agreement shall have the following meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign. Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

"Eligible Foreign Custodian" has the meaning set forth in section
(a)(l) of Rule 17f-5 and shall also mean a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"Eligible Securities Depository" has the meaning set forth in section (b)(l) of Rule 17f-7.

"Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section
(a)(3) of Rule 17f-5.

B. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

1. DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Fund, by resolution adopted by its Board of Trustees (the "Board"), hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

2. COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment I by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3. SCOPE OF DELEGATED RESPONSIBILITIES:

a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(l).

b. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

c. MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an .Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor(i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody

Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

4. GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board (or at the Board's delegation(s), each Portfolio's duly-authorized investment manager or investment adviser) shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

5. REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

6. STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund's Foreign Assets.

7. REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.

8. EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

C. ELIGIBLE SECURITIES DEPOSITORIES.

1. ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto (as such Schedule B may be amended by the Custodian from time to time) in accordance with section (a)( l)(i)(A) of Rule 17f-7, (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)( l)(i)(B) of Rule 17f-7 and

(c) notify the Fund if a foreign securities depository no longer meets the definition of Eligible Securities Depository as set forth in Rule 17f-7(b)(l).

2. STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

XVIII. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States.

A. DEFINITIONS. Capitalized terms in this Article 4 shall have the following meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

B. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Fund, for the account of the applicable Portfolio, the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of a Portfolio which are maintained in such account shall identify those securities as belonging to such Portfolio and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

C. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

D. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in- a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

a. Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (J3) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

b. In connection with any repurchase agreement related to foreign securities;

c. To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

d. To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

e. To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

f. To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

g. For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

h. In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

i. For delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

j. In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

k. In connection with the lending of foreign securities; and

l. For any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be -delivered and naming the person or persons to whom delivery of such securities shall be made.

2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

a. Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a

dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (E3) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

b. In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

c. For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

d. For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

e. In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

f. For payment of part or all of the dividends received in respect of securities sold short;

g. In connection with the borrowing or lending of foreign securities; and

h. For any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

3. MARKET CONDITIONS. Notwithstanding any provision of this Contract to the contrary,. settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the-Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

E. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such

Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

F. BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the Fund, for the account of the applicable Portfolio, cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of such Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Contract to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

G. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. H. SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Article 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The .Fund acknowledges that local conditions, including lack of regulation, ,onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

I. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

J. LIABILITY OF FOREIGN SUB-CUSTODIANS.

Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

K. TAX LAW.

The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

L. LIABILITY OF CUSTODIAN.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a Foreign Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

II. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the event of any conflict between the provisions of Articles 3 and 4 hereof, the provisions of Article 3 shall prevail.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

WITNESSED BY:                        STATE STREET BANK AND TRUST COMPANY



/s/ Stephanie L. Poster
------------------------------
Stephanie L. Poster                  By:   /s/ Joseph L. Hooley
                                        ----------------------------------------
Vice President                       Joseph L. Hooley, Executive Vice President


WITNESSED BY:                        THE MAINSTAY FUNDS



/s/ Jill R. Whitelaw
------------------------------
Jill R. Whitelaw                     By:   /s/ Stephen C. Roussin
Assistant Secretary                     ----------------------------------------
                                     Stephen C. Roussin
                                     President and Chief Executive Officer

COUNTRY                        SUBCUSTODIAN
Argentina                      Citibank, N.A.

Australia                      Westpac Banking Corporation

Austria                        Erste Bank der Osterreichischen
                               Sparkassen AG

Bahrain                        HSBC Bank Middle East
                               (as delegate of The Hongkong and
                               Shanghai Banking Corporation Limited)

Bangladesh                     Standard Chartered Bank

Belgium                        Fortis Bank nv-sa

Bermuda                        The Bank of Bermuda Limited

Bolivia                        Citibank, N. A.

Botswana                       Barclays Bank of Botswana Limited

Brazil                         Citibank, N.A.

Bulgaria                       ING Bank N.V.

Canada                         State Street Trust Company Canada

Chile                          BankBoston, N.A.

People's Republic              The Hongkong and Shanghai
of China                       Banking Corporation Limited,
                               Shanghai and Shenzhen branches

Colombia                       Cititrust Colombia S.A. Sociedad Fiduciaria

Costa Rica                     Banco BCT S.A.

Croatia                        Privredna Banka Zagreb d.d

Cyprus                         The Cyprus Popular Bank Ltd.

COUNTRY                        SUBCUSTODIAN
Czech Republic                 Ceskoslovenska Obchodni
                               Banka, A.S.

Denmark                        Danske Bank A/S

Ecuador                        Citibank, N.A.

Egypt                          Egyptian British Bank S.A.E.
                               (as delegate of The Hongkong and
                               Shanghai Banking Corporation Limited)

Estonia                        Hansabank

Finland                        Merita Bank Plc.

France                         BNP Paribas, S.A.

Germany                        Dresdner Bank AG

Ghana                          Barclays Bank of Ghana Limited

Greece                         National Bank of Greece S.A.

Hong Kong                      Standard Chartered Bank

Hungary                        Citibank Rt.

Iceland                        Icebank Ltd.

India                          Deutsche Bank AG

                               The Hongkong and Shanghai
                               Banking Corporation Limited

Indonesia                      Standard Chartered Bank

Ireland                        Bank of Ireland

Israel                         Bank Hapoalim B.M.

Italy                          BNP Paribas, Italian Branch

COUNTRY                        SUBCUSTODIAN
Ivory Coast                    Societe Generale de Banques
                               en Cote d'Ivoire

Jamaica                        Scotiabank Jamaica Trust and Merchant
                               Bank Ltd.

Japan                          The Fuji Bank, Limited

                               The Sumitomo Bank. Limited

Jordan                         HSBC Bank Middle East
                               (as delegate of The Hongkong and
                               Shanghai Banking Corporation Limited)

Kazakhstan                     HSBC Bank Kazakhstan

Kenya                          Barclays Bank of Kenya Limited

Republic of Korea              The Hongkong and Shanghai Banking Corporation
                               Limited

Latvia                         A/s Hansadanka

Lebanon                        HSBC Bank Middle East
                               (as delegate of The Hongkong and
                               Shanghai Banking Corporation Limited)

Lithuania                      Vilniaus Bankas AB

Malaysia                       Standard Chartered Bank Malaysia Berhad

Mauritius                      The Hongkong and Shanghai
                               Banking Corporation Limited

Mexico                         Citibank Mexico, S.A.

Morocco                        Banque Commerciale du Maroc

Namibia                        Standard Bank Namibia Limited

Netherlands                    Fortis Bank (Nederland) N.V.

New Zealand                    ANZ Banking Group (New Zealand) Limited

COUNTRY                        SUBCUSTODIAN
Nigeria                        Stanbic Merchant Bank Nigeria Limited

Norway                         Christiania Bank og Kreditkasse ASA

Oman                           HSBC Bank Middle East
                               (as delegate of The Hongkong and

                               Shanghai Banking Corporation Limited)

Pakistan                       Deutsche Bank AG

Palestine                      HSBC Bank Middle East
                               (as delegate of The Hongkong and
                               Shanghai Banking Corporation Limited)

Panama                         BankBoston, N.A

Peru                           Citibank, N.A.

Philippines                    Standard Chartered Bank

Poland                         Bank Handlowy w Warszawie S.A.

Portugal                       Banco Comercial Portugues

Qatar                          HSBC Bank Middle East
                               (as delegate of The Hongkong and
                               Shanghai Banking Corporation Limited)

Romania                        ING Bank N.V.

Russia                         Credit Suisse First Boston AO - Moscow
                               (as delegate of Credit Suisse
                               First Boston - Zurich)

Singapore                      The Development Bank of Singapore Limited

Slovak Republic                Ceskoslovenski Obchodni Banka, A.S.

Slovenia                       Bank Austria Creditanstalt d.d. - Ljubljana

South Africa                   Standard Bank of South Africa Limited

COUNTRY                        SUBCUSTODIAN
Spain                          Banco Santander Central Hispano S.A.

Sri Lanka                      The Hongkong and Shanghai
                               Banking Corporation Limited

Swaziland                      Standard Bank Swaziland Limited

Sweden                         Skandinaviska Enskilda Banken

Switzerland                    UBS AG

Taiwan - R.O.C                 Central Trust of China

Thailand Standard              Chartered Bank

Trinidad & Tobago              Republic Bank Limited

Tunisia                        Banque Internationale Arabe de Tunisie

Turkey                         Citibank, N.A.

Ukraine                        ING Bank Ukraine

United Kingdom                 State Street Bank and Trust Company, London
                               Branch

Uruguay                        BankBoston, N.A.

Venezuela                      Citibank, N.A.

Vietnam                        The Hongkong and Shanghai
                               Banking Corporation Limited

Zambia                         Barclays Bank of Zambia Limited

Zimbabwe                       Barclays Bank of Zimbabwe Limited

COUNTRY                        DEPOSITORIES
Argentina                      Caja de Valores S.A.

Australia                      Austraclear Limited

                               Reserve Bank Information and
                               Transfer System

Austria                        Oesterreichische Kontrollbank AG
                               (Wertpapiersammelbank Division)

Belgium                        Caisse Interprofessionnelle de Depots et
                               de Virements de Titres, S.A.

                               Banque Nationale de Belgique

Brazil                         Companhia Brasileira de Liquidacao e Custodia

                               Sistema Especial de Liquidacao e de Custodia
                               (SELIC)

                               Central de Custodia e de Liquidacao Financeira de
                               Titulos Privados (CETIP)

Bulgaria                       Central Depository AD

                               Bulgarian National Bank

Canada                         Canadian Depository for Securities Limited

Chile                          Deposito Central de Valores S.A.

People's Republic of China     Shanghai Securities Central Clearing &
                               Registration Corporation

                               Shenzhen Securities Central Clearing Co., Ltd.
Colombia                       Deposito Centralizado de Valores

Costa Rica                     Central de Valores S.A.

COUNTRY                        DEPOSITORIES
Croatia                        Ministry of Finance

                               National Bank of Croatia

                               Sredisnja Depozitama Agencija d.d.

Czech Republic                 Stredisko cennych papiru

                               Czech National Bank

Denmark                        Vaedipapircentralen (Danish Securities Center)

Egypt                          Misr for Clearing, Settlement, and Depository

Estonia                        Eesti Vaartpaberite Keskdepositoorium

Finland                        Finnish Central Securities Depository

France                         Euroclear France

Germany                        Clearstream Banking AG, Frankfurt

Greece                         Bank of Greece,

                               System for Monitoring Transactions in

                               Securities in Book-Entry Form

                               Apothetirion Titlon AE - Central Securities
                               Depository

Hong Kong                      Central Clearing and Settlement System

                               Central Moneymarkets Unit

Hungary                        Kozponti Elszamolohaz es Ertektar

                               (Budapest) Rt. (KELER)

India                          National Securities Depository Limited

                               Central Depository Services India Limited

                               Reserve Bank of India

COUNTRY                        DEPOSITORIES
Indonesia                      Bank Indonesia

                               PT Kustodian Sentral Efek Indonesia

Israel                         Tel Aviv Stock Exchange Clearing
                               House Ltd. (TASE Clearinghouse)

Italy                          Monte Titoli S.p.A.

Ivory Coast                    Depositaire Central - Banque de Reglement

Jamaica                        Jamaica Central Securities Depository

Japan                          Japan Securities Depository Center (JASDEC)
                               Bank of Japan Net System

Kazakhstan                     Central Depository of Securities

Kenya                          Central Bank of Kenya

Republic of Korea              Korea Securities Depository

Latvia                         Latvian Central Depository

Lebanon                        Custodian and Clearing Center of
                               Financial Instruments for Lebanon
                               and the Middle East (Midclear) S.A.L.

                               Banque du Liban

Lithuania                      Central Securities Depository of Lithuania

Malaysia                       Malaysian Central Depository Sdn. Bhd.

                               Bank Negara Malaysia,
                               Scripless Securities Trading and Safekeeping
                               System

Mauritius                      Central Depository and Settlement Co. Ltd.

                               Bank of Mauritius

COUNTRY                        DEPOSITORIES
Mexico                         S.D. INDEVAL
                               (Instituto para el Deposito de Valores)

Morocco                        Maroclear

Netherlands                    Nederlands Centraal Instituut voor
                               Giraal Effectenverkeer B.V. (NECIGEF)

New Zealand                    New Zealand Central Securities
                               Depository Limited

Nigeria                        Central Securities Clearing System Limited

Norway                         Verdipapirsentralen (Norwegian Central
                               Securities Depository)

Oman                           Muscat Depository & Securities
                               Registration Company, SAOC

Pakistan                       Central Depository Company of Pakistan Limited

                               State Bank of Pakistan

Palestine                      Clearing Depository and Settlement, a department
                               of the Palestine Stock Exchange

Peru                           Caja de Valores y Liquidaciones, Institucion de
                               Compensacion y Liquidacion de Valores S.A

Philippines                    Philippine Central Depository, Inc.

                               Registry of Scripless Securities
                               (ROSS) of the Bureau of Treasury

Poland                         National Depository of Securities
                               (Krajowy Depozyt Papierow Wartoscowych SA)

                               Central Treasury Bills Registrar

Portugal                       Central de Valores Mobiliarios

Qatar                          Central Clearing and Registration (CCR),
                               a department of the Doha Securities Market

COUNTRY                        DEPOSITORIES
Romania                        National Securities Clearing, Settlement and
                               Depository Company

                               Bucharest Stock Exchange Registry Division

                               National Bank of Romania

Singapore                      Central Depository (Pte) Limited

                               Monetary Authority of Singapore

Slovak Republic                Stredisko cennych papierov

                               National Bank of Slovakia

Slovenia                       Klirinsko Depotna Druzba d.d.

South Africa                   Central Depository Limited

                               Share Transactions Totally Electronic
                               (STRATE) Ltd.

Spain                          Servicio de Compensacion y
                               Liquidacion de Valores, S.A.

                               Banco de Espaiia, Central de Anotaciones en
                               Cuenta

Sri Lanka                      Central Depository System (Pvt) Limited

Sweden                         Vardepapperscentralen VPC AB
                               (Swedish Central Securities Depository)

Switzerland                    SegaIntersettle AG (SIS)

Taiwan - R.O.C.                Taiwan Securities Central Depository Co.; Ltd.

Thailand                       Thailand Securities Depository Company Limited

Tunisia                        Societe Tunisienne Interprofessionelle pour la
                               Compensation et de Depots des Valeurs Mobilieres

Turkey                         Takas ve Saklama Bankasi A.S. (TAKASBANK)

                               Central Bank of Turkey

COUNTRY                        DEPOSITORIES
Ukraine                        National Bank of Ukraine

United Kingdom                 Central Gifts Office and
                               Central Moneymarkets Office

Venezuela                      Banco Central de Venezuela

Zambia                         LuSE Central Shares Depository Limited

                               Bank of Zambia

PUBLICATION/TYPE OF INFORMATION                   BRIEF DESCRIPTION
(SCHEDULED FREQUENCY)
The Guide to Custody in World Markets             An overview of settlement and safekeeping procedures, custody
(hardcopy annually and regular website            practices and foreign investor considerations for the markets in
updates)                                          which State Street offers custodial services.

Global Custody Network Review                     Information relating to Foreign Sub-Custodians in State Street's
(annually)                                        Global Custody Network. The Review stands as an integral part of
                                                  the materials that State Street provides to its U.S. mutual
                                                  fund clients to assist them in complying with SEC Rule 17f-5.
                                                  The Review also gives insight into State Street's market
                                                  expansion and Foreign Sub-Custodian selection processes, as
                                                  well as the procedures and controls used to monitor the
                                                  financial condition and performance of our Foreign
                                                  Sub-Custodian banks.

Securities Depository Review                      Custody risk analyses of the Foreign Securities Depositories
(annually)                                        presently operating in Network markets. This publication is an
                                                  integral part of the materials that State Street provides to its
                                                  U.S. mutual fund clients to meet informational obligations created
                                                  by SEC Rule 17f-7.

Global Legal Survey                               With respect to each market in which State Street offers custodial
(annually)                                        services, opinions relating to whether local law restricts
                                                  (i) access of a fund's independent public accountants to books
                                                  and records of a Foreign Sub-Custodian or Foreign Securities
                                                  System, (ii) a fund's ability to recover in the event of
                                                  bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign
                                                  Securities System, (iii) a fund's ability to recover in the
                                                  event of a loss by a Foreign Sub-Custodian or Foreign
                                                  Securities System, and (iv) the ability of a foreign investor
                                                  to convert cash and cash equivalents to U.S. dollars.

Subcustodian Agreements                           Copies of the contracts that State Street has entered into with
(annually)                                        each Foreign Sub-Custodian that maintains U.S. mutual fund assets
                                                  in the markets in which State Street offers custodial services.

Global Market Bulletin                            Information on changing settlement and custody conditions in
(daily or as necessary)                           markets where State Street offers custodial services.  Includes
                                                  changes in market and tax regulations, depository
                                                  developments, dematerialization information, as well as other
                                                  market changes that may impact State Street's clients.

PUBLICATION/TYPE OF INFORMATION                   BRIEF DESCRIPTION
(SCHEDULED FREQUENCY)
Foreign Custody Advisories                        For those markets where State Street offers custodial services
(as necessary)                                    that exhibit special risks or infrastructures impacting custody,
                                                  State Street issues market advisories to highlight those
                                                  unique market factors which might impact our ability to offer
                                                  recognized custody service levels.

Material Change Notices                           Informational letters and accompanying materials confirming State
(presently on a quarterly basis or as otherwise   Street's foreign custody arrangements, including a summary of
necessary)                                        material changes with Foreign Sub-Custodians that have occurred
                                                  during the previous quarter. The notices also identify any
                                                  material changes in the custodial risks associated with
                                                  maintaining assets with Foreign Securities Depositories.

[DECHERT LETTERHEAD]

EXHIBIT (i)(3) FORM OF LEGAL OPINION

December ___, 2001

The MainStay Funds
51 Madison Avenue
New York, NY 10010

Re: The MainStay Funds

Dear Ladies and Gentlemen:

This opinion is given in connection with the filing by The MainStay Funds, a Massachusetts business trust (the "Trust"), of a post-effective amendment to the Trust's Registration Statement on Form N-1A ("Registration Statement") under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, relating to the offer and sale of an indefinite amount of shares of beneficial interest of MainStay U.S. Large Cap Equity Fund, a series of the Trust (the "Fund"). The shares of beneficial interest of the Fund are hereinafter referred to as "Shares."

We have examined such records, certificates, documents and statutes that we have deemed relevant to enable us to give this opinion. We have assumed the genuineness of all signatures, the authenticity of all documents examined by us, and the correctness of all statements of fact contained in those documents.

Based on such examination, we are of the opinion that the Shares to be offered for sale by the Trust pursuant to the Registration Statement have been duly authorized and, when issued, sold and paid for in the manner contemplated by the Registration Statement and in accordance with the requirements of applicable federal and state law, will be legally issued, fully paid and non assessable.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

This letter expresses our opinion as to the Massachusetts business trust law governing matters such as the authorization and issuance of the Shares, but does not extend to the securities or "Blue Sky" laws of the Commonwealth of Massachusetts or to federal securities or other laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement filed with the Commission in connection with the continuous offering of the Shares, as indicated above, and to references to our firm, as counsel to Trust, in the Fund's Prospectus and Statement of Additional Information to be dated as of the effective date of the Registration Statement and in any revised or amended versions thereof, until such time as we revoke such consent. In giving such consent we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

EXHIBIT (p)(3)

[NEW YORK LIFE INVESTMENT MANAGEMENT LLC LOGO]

NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC
CODE OF ETHICS

I. INTRODUCTION

This Code of Ethics ("Code") has been issued by New York Life Investment Management Holdings LLC ("NYLIM Holdings") in order to set forth guidelines and procedures that promote ethical practices and conduct by all Employees of NYLIM Holdings and its divisions and subsidiaries (collectively, "NYLIM" or the "Company"). All recipients of the Code are to read it carefully, retain it for future reference and abide by its requirements. Also, please refer to the NYLIM policy entitled "Personal Investment Policy," hereto attached as Appendix A, which has been incorporated into the Code and is an integral part of its requirements. The Personal Investment Policy will provide each Employee with specific guidance concerning personal security investments and the responsibilities associated with that activity.

1        Employees of MacKay Shields LLC and McMorgan & Co. LLC, directly owned
         subsidiaries of NYLIM Holdings, are subject to the separate Codes of
         Ethics of those firms. Those Codes are materially consistent with this
         Code.

As of September 4, 2001

individual's status as an Access Person will depend on that person's specific title, functions, duties, activities, and access to information. NYLIM requires that all Employees observe the applicable standards of duty and care set forth herein. An Employee may not evade the provisions of the Code by causing another person, including a friend, relative or other, to act or fail to act in a manner in which the Employee is prohibited.

PRIVACY STATEMENT

NYLIM recognizes the sensitivity and personal nature of information collected under the Code, and the interests of Employees in maintaining their privacy regarding this information. NYLIM's compliance personnel will take all necessary steps designed to ensure that all reports disclosing personal securities holdings, requests for preclearance of transactions and other information filed by Employees under the Code will be treated as confidential, subject only to the review provided in the Code or forms thereunder and review by the Securities and Exchange Commission and other regulators.

II. GENERAL POLICY

It shall be a violation of this Code for any Employee of the Company, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by any Client:

A. to employ any device, scheme or artifice to defraud any Client for which the Company serves as an investment adviser or sub-adviser;

B. to make to any Client any untrue statement of a material fact or to omit to state to the Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

C. to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or

D. to engage in any manipulative practice with respect to the Client.

III. DEFINITIONS

A. "Access Person" shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act and shall include:

1. all officers(2) of NYLIM and directors of NYLIM LLC;

2. any Employee of NYLIM (or of any company controlling, controlled by or under common control with NYLIM) who, in connection with his or regular functions or duties, makes,

2        "Officer" for the purposes of the Code encompasses all NYLIM Employees
         with the title of Vice President or higher, the Secretary, Controller,
         and any other officer who performs policy-making functions.

participates in, or obtains information regarding the purchase or sale of Covered Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and

3. any other natural person controlling, controlled by or under common control with NYLIM who obtains information concerning recommendations made to a Client with regard to the purchase or sale of Covered Securities by that Client.

B. "Affiliate" means any person directly or indirectly controlling, controlled by or under common control with such other group.

C. "Beneficial Ownership" means, in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security.

1. "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

2. "Indirect pecuniary interest" includes, but is not limited to: (a) 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); (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.

D. "Business Unit" means a specific department operating as a separate unit of the Company. A list of Business Units is included as Exhibit A hereto.

E. "Chief Compliance Officer" or "CCO" means the Company's Chief Compliance Officer.

F. "Client" means any client of the Company, including a registered investment company (mutual fund) or other person or entity.

G. "Code" means this Code of Ethics.

H. "Company" means New York Life Investment Management Holdings LLC and all divisions and subsidiaries thereof.

I. "Covered Security" means any security, except (i) direct obligations of the U.S. Government, (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual funds.

J. "Employee" means any person employed by NYLIM or any person who for value received provides services to or on behalf of the Company, including, but not limited to, consultants and temporary employees, and any person who is an Access Person of the Company as defined in Section III.A. of the Code.

K. "Employment Date" means, for any Employee, the date on which the Employee commenced working for the Company.

L. "Front Running" means the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client's transaction in the underlying security by or on behalf of the Client.

M. "Immediate family" means an individual's spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships. For purposes of determining whether an Employee has an "indirect pecuniary interest" in securities, only ownership by "immediate family" members sharing the same household as the Employee will be presumed to be an "indirect pecuniary interest" of the Employee, absent special circumstances. (See, Section III.C.2.).

N. "Independent Directors" means directors that (1) would not be deemed interested persons, as defined in Section 2(a)(19)(B) of the Investment Company Act, of NYLIM or any Affiliate (a "NYLIM Company") other than that they are directors of a NYLIM Company or knowingly have any direct or indirect beneficial interest in securities issued by a NYLIM Company, and (2) have no involvement with the day-to-day operations of any NYLIM Company or Client of NYLIM.

O. "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.

P. "Insider Trading" means the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.

Q. "Investment Company Act" means the Investment Company Act of 1940, as amended.

R. "Investment Club" means a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.

S. "Local Compliance Officer" or "LCO" means the applicable designee of the Company's Chief Compliance Officer "CCO".

T. "NYLIM" means the Company as defined in Section III.H.; "NYLIM LLC" means New York Life Investment Management LLC.

U. "Pending Buy or Sell Order" means both an order placed with a broker to buy or sell a security or an internal decision by a Company Employee to buy or sell a security.

V. "Personal Investment Policy" or "Policy" means the Company Personal Investment Policy attached to and incorporated into the Code.

W. "Private Placement" means an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.

X. "Restricted List" means that listing of securities maintained by the CCO in which trading by Employees is generally prohibited.

Y. "Registered Representative" means an Employee who is registered as such with a member firm of the National Association of Securities Dealers Regulation, Inc.

Z. "Scalping" means buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client's trades.

IV. GUIDELINES AND PROCEDURES

As a fundamental requirement, NYLIM demands the highest standards of ethical conduct on the part of all its Employees. All Employees must abide by this basic standard and never take inappropriate advantage of their position with the Company.

A. Conflicts of Interest

Each Employee is under a duty to exercise his or her authority and responsibility for the primary benefit of NYLIM and its Clients and may not have outside interests that conflict with the interests of the Company or its Clients. Each person must avoid any circumstance which might adversely affect or appear to affect NYLIM, its Clients or his or her duty of complete loyalty to NYLIM in the discharge of his or her responsibilities. This duty includes the protection of Client and Company information and NYLIM's reputation for trustworthy financial service.

B. Duty to Disclose Conflicts

As part of this ongoing responsibility, each Employee has the duty to disclose to NYLIM 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 NYLIM or its Affiliates and that does business with NYLIM or that otherwise presents a possible conflicts of interest as described in Section
IV. Disclosure should be timely so that NYLIM may take action concerning any possible conflict as it deems appropriate. It is recognized, however, that NYLIM has or 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 set forth in IV.C. through IV.I. have been adopted and approved by NYLIM.

C. Board Membership

Except as described in Section IV.E. hereof, it is considered generally incompatible with the duties of an Employee of NYLIM (other than an Independent Director of NYLIM) for that Employee to assume the position of director of a corporation not affiliated with the Company. A report should be made by an Employee to the CCO and the Employee's supervisor of any invitation to serve as a director of a corporation that is not an Affiliate and the person must receive the approval of their supervisor and the CCO prior to accepting any such directorship. In the event that approval is given, the CCO shall immediately determine whether the corporation in question is to be placed on the Company's Restricted List.

D. "Other" Business Interests

Except as described in Section IV.E. hereof, it is considered generally incompatible with the duties of an employee of NYLIM (other than an Independent Director of NYLIM) to act as an officer, general partner, consultant, agent, representative or employee of any other 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 and the person must receive the approval of their supervisor. Any Employee who is 2nd VP or above must also receive the approval of the CCO prior to accepting any such position. In the event that approval is given, the CCO and the Employee's supervisor shall immediately determine whether the business in question is to be placed on the Company's Restricted List.

E. Permissible Outside Activities

Employees who, in the regular course of their duties relating to the Company's 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 their department head. Similar positions with public companies may interfere with the Company's advisory activities. Consequently, it is not expected that such positions will be assumed absent unusual circumstances that will benefit Clients. In the event that such unusual circumstances are present, the department head and the CCO shall collectively decide whether the assumption of the position is in the best interest of the Company's clients.

F. Doing Business with the Company

Except as approved by the CCO, Employees 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 NYLIM, subject to such exceptions as are specifically permitted under law.

G. Annual Conflicts Questionnaire

Once a year, a "Questionnaire on Conflicts of Interest," which is attached as Exhibit C hereto, shall be distributed to each Employee for completion and filing with the CCO or his designee. Each Employee shall promptly supplement the annual questionnaire as necessary to reflect any material change between annual filings.

H. Gifts and Entertainment

Employees 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 or from third parties that do business with NYLIM, its Affiliates, or its Clients. Employees who are Registered Representatives are also subject to limitations on giving or receiving gifts that are imposed by the Rules of Conduct of the National Association of Securities Dealers.

V. THE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT - FOR FINANCIAL ANALYSTS

All members of the Association for Investment Management and Research ("AIMR") and the holders of and candidates for the Chartered Financial Analyst designation are also obligated to conduct their activities in accordance with the AIMR Code of Ethics and Standards of Professional Conduct ("Standards") which is attached as Exhibit B hereto.

VI. INSIDE INFORMATION

Employees may not trade on inside information (i.e., material and non-public information(3)) or communicate such information to others. Penalties for trading on inside information or communicating such information to others are severe and may include civil injunctions, treble damages, disgorgement of profits and jail sentences.

An Employee who believes that he or she is in possession of inside information should contact the CCO or LCO immediately. After reviewing the issue, the CCO or LCO, as the case may be, will advise the Employee as to whether he or she may trade on or communicate the information to others. In addition, an Employee who believes that he or she is in possession of inside information should take appropriate steps to secure such information. For example, files containing inside information should be sealed and access to computer files containing inside information should be restricted. Please refer to the New York Life Insurance Company's Policy Statement on Insider Trading and the "Chinese Wall" Policies and Procedures of the Investment Department, Investment Division of the Pension Department and the Mortgage Finance Department of the New York Life Insurance Department (the "NYLIC Insider Trading Policy") for specific guidelines governing inside information.

3        Material information generally is that which a reasonable investor
         would consider significant in making an investment decision. Non-public
         information generally is information about a company, either positive
         or negative, that would have a material effect on the stock price of
         that company once released to the public.

Client based on the Employee's status as an Access Person of that mutual fund. NYLIM's CCO has reviewed the requirements of Rule 17j-1 of the Investment Company Act and has determined that an Employee's compliance with the Company's Code will satisfy not only that Rule's requirements, but the substantive Code of Ethics requirements of every mutual fund that the Company presently advises or sub-advises.

VIII. ACKNOWLEDGMENT

Each Employee must certify at the time of becoming an Employee and annually thereafter, in substantially the form of Exhibit D hereto, that he or she has read and understood, and is subject to and has complied with, the Code.

IX. SANCTIONS

Compliance by NYLIM employees with the provisions of the Code is required. Employees should be aware that in response to any violation, the Company shall take whatever action is deemed necessary under the circumstances including, but without limitation, 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, employee suspension or termination.

X. RECORD-KEEPING

A. The CCO and his designee, defined for this purpose as the Local Compliance Officer, must maintain all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, for a period of seven years.

B. Upon request by the CCO, each LCO will provide the CCO access to the LCO's Code records.

XI. EXCEPTIONS

The CCO 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 granted shall be reported to the Company Board at the next regularly scheduled meeting of the Directors. To the extent any such exception relates to an Employee who is an Access Person of a mutual fund Client, such exception shall be reported to the Board of such mutual fund Client at the next regularly scheduled meeting of the mutual fund's Board.

XII. REVIEW BY THE CCO

The CCO will undertake an annual review with respect to the Code to verify that the Code is being followed. The results of this review will be set forth in an annual report by the CCO to the

Company's Board, notwithstanding any information deemed material in nature, which the CCO will report at the next scheduled Board meeting. The report shall specify any related concerns and recommendations and be accompanied by the appropriate exhibits. The CCO will provide this report to the Board of each mutual fund Client at its next regularly scheduled Board meeting, unless more immediate reporting is appropriate.

All NYLIM LLC Directors                   Financial Management and Operations

All NYLIM Officers (VP level and above)   Real Estate

Fund Accounting                           Compliance

Securities Investment Group               Office of General Counsel

Quantitative Strategies                   New York Life Trust Co. FSB

Valuation Metrics                         New York Life Trust Co.

New York Life Capital Partners            New York Life Insurance Company -
                                          Treasury Department only

QED

Guaranteed Products                       Financial Management

New York Life Benefit Services            Corporate Accounting

Retirement Services                       Retail Investments/Marketing

NYLIM Service Company                     Building Services

Human Resources                           Communications

Information Technology

3        An individual's status as an Access Person will depend on that person's
         specific title, functions, duties, activities, and access to
         information.

EXHIBIT B

AIMR CODE OF ETHICS AND STANDARDS
OF PROFESSIONAL CONDUCT

THE CODE OF ETHICS (FULL TEXT)

As amended and restated May, 1999.

Members of the Association for Investment Management and Research shall:

1. Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers, employees, and fellow members.

2. Practice and encourage others to practice in a professional and ethical manner that will reflect credit on members and their profession.

3. Strive to maintain and improve their competence and the competence of others in the profession.

4. Use reasonable care and exercise independent professional judgment.

THE STANDARDS OF PROFESSIONAL CONDUCT

All members of the Association for Investment Management and Research and the holders of and candidates for the Chartered Financial Analyst designation are obligated to conduct their activities in accordance with the following Code of Ethics. Disciplinary sanctions may be imposed for violations of the Code and Standards.

- Fundamental Responsibilities

- Relationships with and Responsibilities to a Profession

- Relationships with and Responsibilities to an Employer

- Relationships with and Responsibilities to Clients and Prospects

- Relationships with and Responsibilities to the Public

- Standards of Practice Handbook

STANDARD I: FUNDAMENTAL RESPONSIBILITIES

Members shall:

A. Maintain knowledge of and comply with all applicable laws, rules, and regulations (including AIMR's Code of Ethics and Standards of Professional Conduct) of any government, governmental agency, regulatory organization, licensing agency, or professional association governing the members' professional activities.

B. Not knowingly participate in or assist any violation of such laws, rules, or regulations.

STANDARD II: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE

PROFESSION

A. USE OF PROFESSIONAL DESIGNATION.

1. AIMR members may reference their membership only in a dignified and judicious manner. The use of the reference may be accompanied by an accurate explanation of the requirements that have been met to obtain membership in these organizations.

2. Those who have earned the right to use the Chartered Financial Analyst designation may use the marks "Chartered Financial Analyst" or "CFA" and are encouraged to do so, but only in a proper, dignified, and judicious manner. The use of the designation may be accompanied by an accurate explanation of the requirements that have been met to obtain the right to use the designation.

3. Candidates in the CFA Program, as defined in the AIMR Bylaws, may reference their participation in the CFA Program, but the reference must clearly state that an individual is a candidate in the CFA Program and cannot imply that the candidate has achieved any type of partial designation.

B. PROFESSIONAL MISCONDUCT.

1. Members shall not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence.

2. Members and candidates shall not engage in any conduct or commit any act that compromises the integrity of the CFA designation or the integrity or validity of the examinations leading to the award of the right to use the CFA designation.

C. PROHIBITION AGAINST PLAGIARISM.

Members shall not copy or use, in substantially the same form as the original, material prepared by another without acknowledging and identifying the name of the author, publisher, or source of such material. Members may use, without acknowledgment, factual information published by recognized financial and statistical reporting services or similar sources.

STANDARD III: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE

EMPLOYER

A. OBLIGATION TO INFORM EMPLOYER OF CODE AND STANDARDS. Members shall:

1. Inform their employer in writing, through their direct supervisor, that they are obligated to comply with the Code and Standards and are subject to disciplinary sanctions for violations thereof.

2. Deliver a copy of the Code and Standards to their employer if the employer does not have a copy.

B. DUTY TO EMPLOYER. Members shall not undertake any independent practice that could result in compensation or other benefit in competition with their employer unless they obtain written consent from both their employer and the persons or entities for whom they undertake independent practice.

C. DISCLOSURE OF CONFLICTS TO EMPLOYER. Members shall:

1. Disclose to their employer all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to interfere with their duty to their employer or ability to make unbiased and objective recommendations.

2. Comply with any prohibitions on activities imposed by their employer if a conflict of interest exists.

D. DISCLOSURE OF ADDITIONAL COMPENSATION ARRANGEMENTS. Members shall disclose to their employer in writing all monetary compensation or other benefits that they receive for their services that are in addition to compensation or benefits conferred by a member's employer.

E. RESPONSIBILITIES OF SUPERVISORS. Members with supervisory responsibility, authority, or the ability to influence the conduct of others shall exercise reasonable supervision over those subject to their supervision or authority to prevent any violation of applicable statutes, regulations, or provisions of the Code and Standards. In so doing, members are entitled to rely on reasonable procedures to detect and prevent such violations.

STANDARD IV: RELATIONSHIPS WITH AND RESPONSIBILITIES TO

CLIENTS AND PROSPECTS

A. INVESTMENT PROCESS.

A.1 REASONABLE BASIS AND REPRESENTATIONS. Members shall:

a. Exercise diligence and thoroughness in making investment recommendations or in taking investment actions.

b. Have a reasonable and adequate basis, supported by appropriate research and investigation, for such recommendations or actions.

c. Make reasonable and diligent efforts to avoid any material misrepresentation in any research report or investment recommendation.

d. Maintain appropriate records to support the reasonableness of such recommendations or actions.

A.2 RESEARCH REPORTS. MEMBERS SHALL:

a. Use reasonable judgment regarding the inclusion or exclusion of relevant factors in research reports.

b. Distinguish between facts and opinions in research reports.

c. Indicate the basic characteristics of the investment involved when preparing for public distribution a research report that is not directly related to a specific portfolio or client.

A.3 INDEPENDENCE AND OBJECTIVITY. Members shall use reasonable care and judgment to achieve and maintain independence and objectivity in making investment recommendations or taking investment action.

B. INTERACTIONS WITH CLIENTS AND PROSPECTS.

B.1 FIDUCIARY DUTIES. In relationships with clients, members shall use particular care in determining applicable fiduciary duty and shall comply with such duty as to those persons and interests to whom the duty is owed. Members must act for the benefit of their clients and place their clients' interests before their own.

B.2 PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS.

Members shall:

a. Make a reasonable inquiry into a client's financial situation, investment experience, and investment objectives prior to making any investment recommendations and shall update this information as necessary, but no less frequently than annually, to allow the members to adjust their investment recommendations to reflect changed circumstances.

b. Consider the appropriateness and suitability of investment recommendations or actions for each portfolio or client. In determining appropriateness and suitability, members shall consider applicable relevant factors, including the needs and circumstances of the portfolio or client, the basic characteristics of the investment involved, and the basic characteristics of the total portfolio. Members shall not make a recommendation unless they reasonably determine that the

recommendation is suitable to the client's financial situation, investment experience, and investment objectives.

c. Distinguish between facts and opinions in the presentation of investment recommendations.

d. Disclose to clients and prospects the basic format and general principles of the investment processes by which securities are selected and portfolios are constructed and shall promptly disclose to clients and prospects any changes that might significantly affect those processes.

B.3 FAIR DEALING. Members shall deal fairly and objectively with all clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.

B.4 PRIORITY OF TRANSACTIONS. Transactions for clients and employers shall have priority over transactions in securities or other investments of which a member is the beneficial owner so that such personal transactions do not operate adversely to their clients' or employer's interests. If members make a recommendation regarding the purchase or sale of a security or other investment, they shall give their clients and employer adequate opportunity to act on their recommendations before acting on their own behalf. For purposes of the Code and Standards, a member is a "beneficial owner" if the member has

a. a direct or indirect pecuniary interest in the securities;

b. the power to vote or direct the voting of the shares of the securities or investments;

c. the power to dispose or direct the disposition of the security or investment.

B.5 PRESERVATION OF CONFIDENTIALITY. Members shall preserve the confidentiality of information communicated by clients, prospects, or employers concerning matters within the scope of the client-member, prospect-member, or employer-member relationship unless a member receives information concerning illegal activities on the part of the client, prospect, or employer.

B.6 PROHIBITION AGAINST MISREPRESENTATION. Members shall

not make any statements, orally or in writing, that misrepresent

a. the services that they or their firms are capable of performing;

b. their qualifications or the qualifications of their firm;

c. the member's academic or professional credentials.

Members shall not make or imply, orally or in writing, any assurances or guarantees regarding any investment except to communicate accurate information regarding the terms of the investment instrument and the issuer's obligations under the instrument.

B.7 DISCLOSURE OF CONFLICTS TO CLIENTS AND PROSPECTS. Members shall disclose to their clients and prospects all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to impair the members' ability to make unbiased and objective recommendations.

B.8 DISCLOSURE OF REFERRAL FEES. Members shall disclose to clients and prospects any consideration or benefit received by the member or delivered to others for the recommendation of any services to the client or prospect.

STANDARD V: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE

PUBLIC

A. PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION. Members who possess material nonpublic information related to the value of a security shall not trade or cause others to trade in that security if such trading would breach a duty or if the information was misappropriated or relates to a tender offer. If members receive material nonpublic information in confidence, they shall not breach that confidence by trading or causing others to trade in securities to which such information relates. Members shall make reasonable efforts to achieve public dissemination of material nonpublic information disclosed in breach of a duty.

B. PERFORMANCE PRESENTATION.

1. Members shall not make any statements, orally or in writing, that misrepresent the investment performance that they or their firms have accomplished or can reasonably be expected to achieve.

2. If members communicate individual or firm performance information directly or indirectly to clients or prospective clients, or in a manner intended to be received by clients or prospective clients, members shall make every reasonable effort to assure that such performance information is a fair, accurate, and complete presentation of such performance.

STANDARDS OF PRACTICE HANDBOOK

Experience has shown that the working investment professional can best understand and apply AIMR's Code of Ethics and Standards of Professional Conduct if they are accompanied by practical illustrations describing application of individual standards. The Standards of Practice Handbook was developed with this type of illustration in mind. The Eighth Edition of the Standards of Practice Handbook contains detailed analysis of the Standards, as well as three topical studies on fiduciary duty, insider trading, and personal investing. The 8th edition of the Handbook can be obtained from PBD. To order your copy for $35, call PBD at 800-789-AIMR (outside the U.S., call 770-442-8633, ext. 298), fax your order to 770-442-9742, or e-mail your order to aimrpubs@pbd.com.

EXHIBIT C

NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS

QUESTIONNAIRE ON CONFLICTS OF INTEREST

1. Please list any officership, directorship, trusteeship or material employment which you (or any dependent relative) hold in any corporations, associations, partnerships or companies or in any affiliates of New York Life Investment Management LLC. If you do not have any, please insert "NONE" below.

2. (a) Please list any substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) you (or any dependent relative) may have in any business unit which you know is a supplier of or soliciting orders for sales or services to the Company or its affiliates. If you do not have any, please insert "NONE" below.

(b) Please list any substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) you (or any dependent relative) may have in any business unit which you know is doing business with the Company or its affiliates, other than suppliers referred to above. If you do not have any, please insert "NONE" below.

3. Please list any substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) you (or any dependent relative) may have in any business unit. If you do not have any, please insert "NONE" below.

4. Please list the names (not amount of the holdings) of any corporations or business units in which you (or any dependent relative) have a substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) and in which, to your knowledge, the Company or its affiliates or clients has an investment. If you do not have any, please insert "NONE" below.

5. Please list the names of any corporations or business units in the following categories in which you (or any dependent relative) may have any interest or financial holding. (The amount of holding or the number of shares of stock need not be listed.) If you do not have any, please insert "NONE" below.

(a) Any investment advisor, investment banking firm, brokerage firm or other business unit other than affiliates. (Do not include brokerage or similar accounts or investments in mutual funds.)

(b) Any Company or business unit in which to your knowledge the Company or a client or an affiliate has an investment.

(c) Any company, other than affiliates, whose principal business is the issuance and sale of life insurance, annuities or accident and health insurance policies, or the provision of financial or health services or products (including any life insurance or health insurance agency, brokerage or insurance consultant firm). Do not include interests in policies, annuities or health insurance contracts.

(d) Any mortgage loan correspondent of any affiliate or any other concern engaged primarily in the business of buying, selling or servicing real estate mortgages. Do not include mortgages upon property owned by you, or personal investments in real estate investment trusts.

6. Please list (i) the names of any business firms in which you (or any dependent relative) have an interest or financial holding and which have property which to your knowledge is subject, in whole or in part, to a real estate mortgage held by the Company, its affiliates or the Company's employees, officers or members of its board of directors and
(ii) any of your (or your dependent relative's) financial liabilities, including with respect to real estate to the Company, its affiliates or the Company's employees, officers or members of its board of directors. If you do not have any, please insert "NONE" below.

7. Please list or summarize any financial interest you (or any dependent relative), have which, in your opinion, affects or might appear to affect adversely the discharge of your duties and responsibilities to the Company. If you do not have any, please insert "NONE" below.

If a material change occurs in any matters reported in this Questionnaire or new circumstances are discovered evidencing any conflict of interests or other deviations from the Company's Code of Ethics, the undersigned hereby undertakes promptly to file with the CCO an appropriate amendment or supplement to this Questionnaire until it is superseded by the next completed Annual Questionnaire.

Date:______________ ____________________________________________

(Signature)

If any of the spaces allocated above are insufficient, please attach a complete list following this signature page.

EXHIBIT D

NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS

INITIAL AND ANNUAL CERTIFICATION OF

COMPLIANCE WITH THE

NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS,

NEW YORK LIFE INSURANCE COMPANY POLICY STATEMENT ON INSIDER TRADING AND

"CHINESE WALL" POLICIES AND PROCEDURES OF THE INVESTMENT DEPARTMENT,

INVESTMENT DIVISION OF THE PENSION DEPARTMENT AND THE

MORTGAGE FINANCE DEPARTMENT OF THE NEW YORK LIFE INSURANCE DEPARTMENT.

[ ] I hereby certify that I have received the New York Life Investment Management Holdings LLC Code of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Code"), and the New York Life Insurance Company's Policy on Insider Trading and the "Chinese Wall" Policies and Procedures of the Investment Department, Investment Division of the Pension Department and the Mortgage Finance Department of the New York Life Insurance Department (the "NYLIC Insider Trading Policy") and that I have read and understood the Code and Insider Trading Policy. I further certify that I am subject to the Code and Insider Trading Policy and will comply with each of the Code's and Insider Trading Policy provisions to which I am subject.

[ ] I hereby certify that I have received the New York Life Investment Management Holdings LLC Code of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Code"), and the New York Life Insurance Company's Policy on Insider Trading and the "Chinese Wall" Policies and Procedures of the Investment Department, Investment Division of the Pension Department and the Mortgage Finance Department of the New York Life Insurance Department (the "NYLIC Insider Trading Policy") and that I have read and understood the Code and Insider Trading Policy. I further certify that I have complied with and will continue to comply with each of the provisions of the Code and Insider Trading Policy to which I am subject.

Name:__________________________________________ Title/Department:______________________________ Date:__________________________________________

Received By (Name/Title):_________________ Signature:________________________________ Date:_____________________________________

APPENDIX A

NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC
PERSONAL INVESTMENT POLICY

I. IN GENERAL

New York Life Investment Management Holdings LLC (together with its divisions and subsidiaries, "NYLIM" or the "Company") owes an undivided duty of loyalty to its Clients. NYLIM also recognizes the need to permit its Employees reasonable freedom with respect to their personal investment activities. It is important to balance these competing interests in an appropriate way that (a) acknowledges the possibility of conflict between these goals and (b) sets forth standards to assure that the primary duty of loyalty to its Clients is fulfilled.

The NYLIM Personal Investment Policy (the "Policy") is part of and incorporated into the Company's Code of Ethics. Together with the Code, it supersedes and replaces in full any earlier policies on the subjects regulated.

The Policy has been implemented by NYLIM notwithstanding its belief that securities purchased or sold for Clients ordinarily trade in a sufficiently broad market to permit transactions by Employees for their for personal accounts without any appreciable impact on the market for such securities and thus no negative impact to our Clients.

THIS POLICY APPLIES TO ALL NYLIM EMPLOYEES. SOME PROVISIONS, HOWEVER, ONLY APPLY TO ACCESS PERSONS(4) AND DO NOT APPLY TO EMPLOYEES OF NYLIM UNLESS THEY FALL WITHIN THE DEFINITION OF ACCESS PERSON IN THE CODE. EXHIBIT A TO THE CODE INCLUDES A LIST OF CERTAIN CATEGORIES OF EMPLOYEES AND DEPARTMENTS WHOSE EMPLOYEES WILL BE CONSIDERED ACCESS PERSONS; ANY OTHER INDIVIDUAL'S STATUS AS AN ACCESS PERSON WILL DEPEND ON THAT PERSON'S SPECIFIC TITLE, FUNCTIONS, DUTIES, ACTIVITIES, AND ACCESS TO INFORMATION. SHOULD YOU HAVE A QUESTION AS TO YOUR STATUS UNDER THE CODE OR THIS POLICY, CONTACT THE CCO IMMEDIATELY.

Any questions which arise relating to the Policy should be referred to the CCO or LCO. If necessary, any final determination of the administration of this policy will be made by NYLIM's Chairman or President in consultation with the CCO.

II. PRE-CLEARANCE

A. Pre-Clearance Generally

To help prevent Front Running, Scalping, Fraud and other trading abuses and actual or potential conflicts or interest, no Employee of NYLIM (or account in which an Employee has any direct

(4) Capitalized terms are defined in Section III of the Code and have the same meaning as set forth therein.

or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of the CCO or LCO (except pursuant to the exceptions in Section II.B. below). Accordingly, each Employee shall file with the CCO or LCO (in writing, preferably via electronic mail), a request in substantially the form of Exhibit E hereto a ("Request Form") before completing any transaction in Covered Securities in which the Employee has a Beneficial Ownership interest. The final determination shall be noted by the CCO or LCO on the Request Form and dated and communicated to the Employee who submitted the request. The authorization provided by the CCO or LCO is effective, unless revoked, only for the calendar day that the request was submitted and ultimately approved. If the Covered Securities transaction is not executed on that same day, a new authorization must be obtained.

B. Exceptions to Pre-Clearance Requirements

1. Pre-clearance is not required with respect to any transaction:

(a) effected in any account which is managed on a discretionary basis by a person other than such Employee and with respect to which such Employee does not, in fact, influence or control such transactions and documentation describing that relationship has been submitted to and approved by the CCO;

(b) by NYLIM Independent Directors who do not have access to information about NYLIM's purchases and sales of securities;

(c) by employees of the New York Life Insurance Company who are directors of NYLIM, who do not have access to information about NYLIM's purchases and sales of securities;

(d) automatic purchases under dividend reinvestment or employee stock option plans and sales pursuant to regulated tender offers; or

(e) in securities that are not Covered Securities, that is:

(i) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term investments, including repurchase agreements;

(ii) shares issued by registered open-end mutual funds; and

(iii) direct obligations of the government of the United States.

(f) securities representing shares of a broad-based market index or stock baskets ("Exempt Securities").

2. The exceptions in II.B.1. do not apply to transactions that are covered by Sections III.C. (initial public offerings) and III.D. (private placements), below.

III. OTHER RESTRICTIONS

A. Trading/Black-Out Periods

No Employee may acquire or dispose of beneficial ownership in Covered Securities (other than Exempt Securities) that NYLIM is purchasing or selling for any Client or proposes to purchase or sell for any Client where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Client; provided that, if the Employee is not an Access Person, such restriction shall apply only if the Employee knows or should know of such conflict or detriment.

The following rules are designed to implement the preceding paragraph and to minimize the possibility of conflicts of interest and the appearance of conflicts of interest:

1. No Access Person may acquire or dispose of beneficial ownership in a Covered Security (other than an Exempt Security) (i) on a day when there is a Pending Buy or Sell Order for a Client of NYLIM until such order is executed or withdrawn, or (ii) if any purchase or sale of such securities has been made for a NYLIM Client account in the prior seven calendar days or can reasonably be anticipated for a NYLIM Client account in the next seven calendar days.

Pursuant to established information barriers, this restriction will apply to Employees with Valuation Metrics, only with respect to its own Client portfolio activity. This restriction will apply to Securities Investment Group and Quantitative Strategies only with respect to Client portfolio activity of both of those departments. This restriction will apply to all other Access Persons with respect to all Clients portfolio activity. Preclearance will be limited accordingly.

The CCO or LCO may make an exception to the black-out period set forth in paragraph 1 (ii) above in the event that the contemplated transaction involves
(i) 500 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion; or (ii) the smaller of 500 shares or less in the aggregate or less than .001% of the issuer's market capitalization, 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 of less than $100,000 par value.

2. Notwithstanding anything expressly stated in the Policy, no Covered Securities may be purchased or sold by any Employee if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for a NYLIM Client.

3. If service as a director of an outside Business Organized for Profit is authorized, securities of such outside entity may be added to the company Restricted List as provided in Section IV.C. of the Code.

B. Use of Brokerage for Personal or Family Benefit

No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through NYLIM's traders. Employees must effect such trades through

their personal broker-dealers. In addition, no Employee may, for direct or indirect personal or a family member's benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of NYLIM or any Employee's influence (implied or stated) with NYLIM.

C. Initial Public Offerings

No Access Person (or Employees who are Registered Representatives) may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the CCO.

D. Private Placements

No Access Person may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the CCO. All Access Persons who have obtained prior approval and made an investment in a Private Placement must disclose that investment if that Access Person plays a part in any subsequent consideration of an investment in the issuer by Client accounts. Under such circumstances, NYLIM's decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.

E. Restricted List

No Employee may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company's Restricted List. A designated individual from the NYLIM Compliance Department will compare preclearance requests and transaction reports against the issuers listed on the Restricted List to ensure compliance with this limitation. Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the CCO.

F. Maximum Trades and Trade Requests per Quarter

While there is no maximum limitation on the number of trades that an Employee may execute per quarter or trade requests that an Employee may submit per quarter, the Code grants the CCO or LCO the power to impose such a limitation on any Employee if believed to be in the best interest of the Company or its Clients.

G. Sixty Day Holding Period

No Access Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) security within sixty calendar days. Violations will result in disgorgement of the profit to the Client or to a charity of the Company's choice. Exceptions may be made by the CCO or LCO to accommodate special circumstances.

H. Investment Clubs

Access Persons and members of their immediate family may not participate in Investment Clubs except that an Access Person or family member may remain as a member of such a Club if that person was a member of the Club prior to the adoption of this Policy and for at least six months

before his or her Employment Date. Access Persons or their immediate family members who fall within the two exceptions above may participate in such a Club if (i) the Access Person promptly discloses the membership to the CCO and (ii) directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit H hereto. Investment Club transactions will be monitored by the CCO or LCO, and may be subject to the pre-clearance requirements of Section II hereof, if necessary to prevent abuses of the Code or this Policy.

Employees who are not Access Persons and their family members may participate in an Investment Club provided (i) the employee promptly discloses the membership to the CCO and (ii) directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit H hereto.

I. Exceptions

The restrictions in Sections III.A.1, III.E., III.G. and III.H. above shall not apply with respect to transactions effected in any account which is managed on a discretionary basis by a person other than the Employee and with respect to which such Employee does not, in fact, influence or control such transactions and documentation describing the relationship has been submitted to and approved by the CCO.

IV. RECORD KEEPING AND REPORTING REQUIREMENTS

A. Personal Record Keeping

Each Employee of NYLIM is to maintain records adequate to establish that the individual's personal investment decisions did not involve a conflict with the requirements of the Policy. Generally, such records would include copies of the Employee's pre-clearance authorizations, brokerage confirms and brokerage statements, if any. If there is any question as to whether a proposed transaction might involve a possible violation of the Policy, the transaction should be discussed in advance with the CCO or LCO.

B. Reporting Requirements

1. Statutory

NYLIM is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in Covered Securities in which its Employees have direct or indirect Beneficial Ownership. Employees should carefully read the definition of Beneficial Ownership in the Code as it is very broad and includes ownership by certain family members. The following reporting requirements have been adopted to enable NYLIM to satisfy these requirements:

(a) At the time of becoming an Employee, but in no case later than ten (10) days from the Employment Date (thirty (30) days for Employees who are not Access Persons), every new Employee (other than an Independent Director of NYLIM) shall submit to the CCO or LCO, a report in substantially the form of Exhibit F ("Employee Initial/Annual Securities Holdings

Report and Certification"), disclosing every Covered Security in which that Employee has a direct or indirect Beneficial Ownership interest as of the Employment Date. Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities) as to which the Employee has any Beneficial Ownership interest are held.

(b) At the end of each calendar year, but in no case later than January 30th of the following year, every Employee (other than an Independent Director of NYLIM) shall submit to the CCO or LCO, a report in substantially the form of Exhibit F ("Employee Initial/Annual Securities Holdings Report and Certification"), disclosing every Covered Security in which that Employee has a direct or indirect Beneficial Ownership interest as of year-end. Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities) as to which the Employee has any Beneficial Ownership interest are held.

(c) Every Access Person shall file with the CCO or LCO a report in substantially the form of Exhibit G ("Quarterly Report") within 10 days following the end of each calendar quarter. The Quarterly Report must reflect all transactions in any Covered Security in which an Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must state that there were no such transactions in the applicable calendar quarter. Access Persons must also disclose broker, dealer or bank accounts (where the bank account is used as a brokerage account) opened or closed since the previous quarter. An Access Person need not make a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements received by the CCO or LCO with respect to the Access Person within the 10 day period, provided that all information required by Exhibit G is in the confirmation or account statements.

(d) These reporting requirements do not apply to transactions effected for, and Covered Securities held in, any account over which the Employee or Access Person has no direct or indirect influence or control. Such accounts would normally include defined benefit pension plans and other benefit plans that do not permit participant direction; provided that the Employee or Access Person does not, in fact, have any direct or indirect influence or control over the account. Filing of duplicate trade confirmations and account statements as described in Section IV.B.3 hereof may, however, be required by the CCO for any account as to which an Employee has any Beneficial Ownership interest if necessary to prevent abuses of the Code or this Policy.

2. Additional Quarterly Reporting

Each Access Person shall file with the CCO or LCO, as part of the Quarterly Report, the names and affiliations of immediate family members sharing the Employee's household who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of NYLIM personnel in the discharge of their duties.

3. Additional Initial and Annual Certifications

Each new Employee shall file with the CCO or LCO in substantially the form of Exhibit D, an initial certification indicating that the Employee has received, read, understood and will comply with the Code and the NYLIC Insider Trading Policy. Each Employee shall file annually with the CCO or LCO in substantially the form of Exhibit D, a certification indicating that the

Employee has received, read, understood and complied with the Code and NYLIC Insider Trading Policy for the calendar year.

4. Duplicate Confirmations

Each Employee shall arrange for prompt filing by the broker, dealer and bank (where the bank account is used as a brokerage account) with the CCO or LCO of duplicate confirmations of all trades of Covered Securities and quarterly account statements. The duplicates shall be mailed to NYLIM at the applicable address listed in Exhibit H hereto.

5. New Accounts

Each Employee shall promptly notify the CCO or LCO of any new account opened with a broker, dealer or bank (where the bank account is used as a brokerage account). Such notification shall be mailed to NYLIM at the applicable address listed in Exhibit H hereto.

V. SANCTIONS AND REVIEW

A. Sanctions

Upon discovering a violation of the Policy, NYLIM may impose sanctions as it deems appropriate, including, among other sanctions, reversal of any trade, reallocation of trades to Client accounts, fines, disgorgement, or suspension or termination of the employment of the violator. With respect to Clients, profits realized from transactions prohibited by the Policy must be disgorged to the Client if material and necessary to make the Client whole.

B. Review by CCO

The CCO will undertake an annual review with respect to the Code to verify that the Code is being followed. The results of this review will be set forth in an annual report by the CCO to the Company's Board, notwithstanding any information deemed material in nature, which the CCO will report at the next scheduled Board meeting. The report shall specify any related concerns and recommendations and be accompanied by the appropriate exhibits. The CCO will provide to the Board of each mutual fund Client at its next regularly scheduled Board meeting, unless more immediate action is appropriate.

                                                                      DIRECT
                                                                      OWNERSHIP
                  # OF SHRS,              SYMBOL    SEC.   PURCHASE   (D)
       NAME OF    PRINCIPAL      APPROX   OR        MKT.   (P)        FAMILY (F)    APPROVED/
DATE   SECURITY   AMOUNT, ETC.   PRICE    CUSIP #   CAP.   SALE(S)    CONTROL (C)   DENIED
----   --------   ------------   -----    -------   ----   -------    -----------   ------

THE PERSON INDICATED ABOVE HAS STATED AND REPRESENTS THAT:

(a) he/she has no inside information (including information relating to planned securities transactions by NYLIM) relating to the above referenced issuer(s);

(b) there is no conflict of interest in these transactions with respect to Client portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and

(c) these securities are not initial public offerings or private placements.

Management LLC by                     ------------------------------------------
                                              (Please print your full name)*

Date of Becoming an Employee:**                            (Initial Report)
                               ----------------------------

As of the date appearing above, the following are each and every Covered Security and securities account in which I have a direct or indirect "Beneficial Ownership" interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations). For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or for the benefit of a person, or such person's "immediate family" sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "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. FOR A MORE COMPLETE DEFINITION OF THESE TERMS, PLEASE CONSULT THE NYLIM HOLDINGS LLC CODE OF ETHICS

This report need not disclose Covered Securities held in any account over which the Employee has no direct or indirect influence or control.

                                                                               NATURE OF INTEREST
                      BROKER, DEALER OR BANK        NO. OF SHARES              (DIRECT OWNERSHIP,
NAME OF SECURITY        WHERE SECURITY HELD      AND PRINCIPAL AMOUNT     FAMILY MEMBER, CONTROL, ETC.)
----------------        -------------------      --------------------     -----------------------------

Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit ("Securities Account") as of the date appearing above:

NOTE: IN LIEU OF AN EMPLOYEE LISTING ON THIS FORM EACH SECURITY HELD AS OF
YEAR-END, HE/SHE MAY ATTACH AS AN EXHIBIT TO THIS DOCUMENT, AN ANNUAL STATEMENT(S) FOR EVERY BANK OR BROKERAGE ACCOUNT AS TO WHICH THE EMPLOYEE HAS A BENEFICIAL OWNERSHIP INTEREST IN SECURITIES. NOTWITHSTANDING THIS ACCOMMODATION, IT IS THE EMPLOYEE'S SOLE RESPONSIBILITY TO ENSURE THAT THE INFORMATION REFLECTED IN THAT STATEMENT(S) IS ACCURATE AND COMPLETELY DISCLOSES ALL RELEVANT SECURITIES HOLDINGS.

* 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.

** Please see the definition of Employee in the NYLIM Holdings LLC Code.

NAME OF BROKER, DEALER OR BANK
  WITH WHICH ACCOUNT IS HELD            DATE ACCOUNT ESTABLISHED        ACCOUNT NUMBER
  --------------------------            ------------------------        --------------

I CERTIFY THAT THE SECURITIES LISTED ABOVE ARE THE ONLY COVERED SECURITIES IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST.

I FURTHER CERTIFY THAT THE ACCOUNTS LISTED ABOVE ARE THE ONLY SECURITIES ACCOUNTS IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST.

I ALSO CONSENT TO THE RELEASE OF CERTAIN PERSONAL INFORMATION (NAME, HOME ADDRESS, SOCIAL SECURITY NUMBER AND SPOUSE'S FIRST INITIAL) BY NEW YORK LIFE INVESTMENT MANAGEMENT LLC TO COMPLIANCE DATA CENTER, INC. (CDC) WHO WILL PROVIDE THE NYLIM COMPLIANCE DEPARTMENT WITH A REPORT OF ALL KNOWN BROKERAGE ACCOUNTS HELD BY ME OR MY SPOUSE, IF APPLICABLE. THIS PERSONAL INFORMATION WILL BE HELD BY CDC FOR A PERIOD OF SEVEN YEARS AFTER WHICH TIME IT WILL BE PURGED. DURING THIS TIME, CDC AGREES THAT ALL PERSONAL INFORMATION SHALL BE HELD IN STRICT CONFIDENCE AND SHALL NOT BE REVEALED TO ANY PERSON, CORPORATION OR ENTITY (THIRD PARTIES) WITHOUT PRIOR WRITTEN CONSENT OF NYLIM AND THE EMPLOYEE. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND HOWEVER THAT CDC IS AUTHORIZED TO DISCLOSE TO ITS OTHER CUSTOMERS, SHOULD THEY INQUIRE, THAT I AM CURRENTLY (OR HAVE BEEN) EMPLOYED IN SOME CAPACITY IN THE SECURITIES RELATED/FINANCIAL SERVICES INDUSTRY WITHOUT IDENTIFYING NYLIM (OR ITS AFFILIATES) AS THE EMPLOYER. SUCH DISCLOSURE WOULD GENERALLY TAKE PLACE IF I OPENED A SECURITIES ACCOUNT WITH A CDC CLIENT. THESE STEPS ARE BEING TAKEN BY NYLIM IN ITS COMMITMENT TO ENSURE COMPLIANCE WITH FEDERAL SECURITIES LAWS.

COMMENTS:

EXHIBIT G

QUARTERLY REPORT OF SECURITIES TRANSACTIONS

As of the date appearing above, the following are each and every transaction in a Covered Security in which I have a direct or indirect "Beneficial Ownership" interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations). For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or for the benefit of a person, or such person's "immediate family" sharing the same house-hold, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "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. FOR A MORE COMPLETE DEFINITION OF THESE TERMS, PLEASE CONSULT THE NYLIM CODE OF ETHICS.

This report need not disclose transactions in Covered Securities in any account over which the Employee** has no direct influence or control.

                  Amount (No. of
                     Shares or      Interest Rate/                Nature of                  Nature of Interest       Firm Through
                     Principal    Maturity Date (if  Trade       Transaction                 (Direct Ownership,    Which Transaction
Name of Security      Amount)        applicable)      Date  (Purchase, Sale, Etc.)  Price  Spouse, Control, Etc.)     Was Effected
----------------      -------        -----------      ----  ----------------------  -----  ----------------------     ------------

* 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.

** Please see the definition of Employee in the NYLIM Code.

Since the prior Quarterly Report, I have opened or closed the following accounts in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit:

Firm         Account Name and Number       Date Opened      Opened/Closed
----         -----------------------       -----------      -------------

In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to New York Life Investment Management LLC any material interests in my Covered Securities which might reasonably have been expected to involve a conflict with the interests of Clients. Also, I have disclosed all my Covered Securities holdings to New York Life Investment Management LLC.

The names and affiliations of family members (see above) who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of NYLIM personnel in the discharge of their duties are as follows:

Names                             Affiliations
-----                             ------------

EXHIBIT H

ADDRESS(ES) TO WHICH EMPLOYEE'S DUPLICATE BROKER CONFIRMATIONS/STATEMENTS
SHOULD BE SENT BASED ON GEOGRAPHIC LOCATION.

EXHIBIT (p)(9)

MCMORGAN & COMPANY LLC
CODE OF ETHICS

THIS CODE APPLIES TO ALL MCMORGAN EMPLOYEES. COPIES OF THIS CODE ARE DISTRIBUTED TO ALL MCMORGAN EMPLOYEES WHO MUST BE AWARE OF POTENTIAL CONFLICTS OF INTEREST AND GENERAL RULES OF ETHICAL CONDUCT WHICH GOVERN ALL ACTIVITY BY MCMORGAN AND ITS EMPLOYEES. McMorgan requires that all Access Persons observe the applicable standards of duty and care set forth herein. An Access Person may not evade the provisions of the Code by causing another person, including a friend, relative or other, to act or fail to act in a manner in which the Access Person is prohibited.

A. to employ any device, scheme or artifice to defraud any Client for which the Company serves as an investment adviser or sub-adviser;

B. to make to any Client any untrue statement of a material fact or to omit to state to the Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

C. to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or

D. to engage in any manipulative practice with respect to the Client.

1. all officers(5) and directors of McMorgan;

2. any Employee of McMorgan (or of any company controlling, controlled by or under common control with McMorgan) who, in connection with his or regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and

3. any other natural person controlling, controlled by or under common control with McMorgan who obtains information concerning recommendations made to a Client with regard to the purchase or sale of Covered Securities by that Client.

B. "Affiliate" means any person directly or indirectly controlling, controlled by or under common control with such other group.

C. "Beneficial Ownership" means, in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security.

1. "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

2. "Indirect pecuniary interest" includes, but is not limited to: (a) 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); (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.

(5) "Officer" for the purposes of the Code encompasses all McMorgan Employees with the title of Assistant Vice President or higher, the Secretary, Controller, and any other officer who performs policy-making functions.

D. "Business Unit" means a specific department operating as a separate unit of the Company.

E. "Chief Compliance Officer" or "CCO" means McMorgan's Chief Compliance Officer.

F. "Assistant Compliance Officer" or "ACO" means any assistant to the Chief Compliance Officer designated by the CCO.

G. "Client" means any client of McMorgan, including a registered investment company (mutual fund) or other person or entity.

H. "Code" means this Code of Ethics.

I. "Company" means McMorgan & Company LLC.

J. "Covered Security" means any security, except (i) direct obligations of the U.S. Government, (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual funds.

K. "Employee" means any person employed by McMorgan or any person who for value received provides services to or on behalf of the Company, including, but not limited to, consultants and temporary employees, and any person who is an Access Person of the Company as defined in Section III.A. of the Code.

L. "Employment Date" means, for any Access Person, the date on which the Employee commenced working for the Company.

M. "Front Running" means the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client's transaction in the underlying security by or on behalf of the Client.

N. "Immediate family" means an individual's spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships. For purposes of determining whether an Access Person has an "indirect pecuniary interest" in securities, only ownership by "immediate family" members sharing the same household as the Access Person will be presumed to be an "indirect pecuniary interest" of the Access Person, absent special circumstances. (See, Section III.C.2.).

O. "Independent Directors" means directors that (1) would not be deemed interested persons, as defined in Section 2(a)(19)(B) of the Investment Company Act, of McMorgan or any Affiliate other than that they are directors of McMorgan or knowingly have any direct or indirect beneficial interest in securities issued by McMorgan, and (2) have no involvement with the day-to-day operations of McMorgan or any Client of McMorgan.

P. "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.

Q. "Insider Trading" means the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.

R. "Investment Company Act" means the Investment Company Act of 1940, as amended.

S. "Investment Club" means a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.

T. "Pending Buy or Sell Order" means both an order placed with a broker to buy or sell a security or an internal decision by a Company Employee to buy or sell a security.

U. "Personal Investment Policy" or "Policy" means the Company Personal Investment Policy attached to and incorporated into the Code.

V. "Private Placement" means an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.

W. "Restricted List" means that listing of securities maintained by the CCO in which trading by Employees is generally prohibited.

X. "Registered Representative" means an Employee who is registered as such with a member firm of the National Association of Securities Dealers Regulation, Inc.

Y. "Scalping" means buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client's trades.

E. Doing Business with the Company

Except as approved by the CCO, Employees 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 McMorgan, subject to such exceptions as are specifically permitted under law.

F. Annual Conflicts Questionnaire

Once a year, a "Questionnaire on Conflicts of Interest," which is attached as Exhibit B hereto, shall be distributed to each Access Person for completion and filing with the CCO or his designee. Each Access Person shall promptly supplement the annual questionnaire as necessary to reflect any material change between annual filings.

G. Gifts and Entertainment

Employees are subject to the McMorgan Gift and Entertainment Policy and should refer to that Policy for guidance with respect to the limits on giving and receiving gifts/entertainment to or from third parties that do business with McMorgan. Employees who are Registered Representatives are also subject to limitations on giving or receiving gifts that are imposed by the Rules of Conduct of the National Association of Securities Dealers.

V. THE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT - FOR

FINANCIAL ANALYSTS

All members of the Association for Investment Management and Research ("AIMR") and the holders of and candidates for the Chartered Financial Analyst designation are also obligated to conduct their activities in accordance with the AIMR Code of Ethics and Standards of Professional Conduct ("Standards") which is attached as Exhibit A hereto.

VI. INSIDE INFORMATION

Employees may not trade on inside information (i.e., material and non-public information(2)) or communicate such information to others. Penalties for trading on inside information or communicating such information to others are severe and may include civil injunctions, treble damages, disgorgement of profits and jail sentences.

An Employee who believes that he or she is in possession of inside information should contact the CCO immediately. After reviewing the issue, the CCO will advise the Access Person Employee as to whether he or she may trade on or communicate the information to others. In

(2) Material information generally is that which a reasonable investor would consider significant in making an investment decision. Non-public information generally is information about a company, either positive or negative, that would have a material effect on the stock price of that company once released to the public.

addition, an Employee who believes that he or she is in possession of inside information should take appropriate steps to secure such information. For example, files containing inside information should be sealed and access to computer files containing inside information should be restricted.

VII. MUTUAL FUND CODE OF ETHICS

Although McMorgan Employees must expressly comply with the terms of this Code, the Company, as an investment adviser to mutual funds, and certain of its Employees (i.e., directors, officers, portfolio managers, analysts, traders, etc.) may owe a specific duty of care to each mutual fund Client based on the Employee's status as an Access Person of that mutual fund. McMorgan's CCO has reviewed the requirements of Rule 17j-1 of the Investment Company Act and has determined that an Access Person's compliance with the Company's Code will satisfy not only that Rule's requirements, but the substantive Code of Ethics requirements of every mutual fund that the Company presently advises or sub-advises.

VIII. ACKNOWLEDGMENT

Each Employee must certify at the time of becoming an Employee and annually thereafter, in substantially the form of Exhibit C hereto, that he or she has read and understood, and is subject to and has complied with, the Code to the extent applicable. Access Persons must comply with the Personal Investment Policy attached as Appendix A.

IX. SANCTIONS

Compliance by McMorgan Employees with the provisions of the Code is required. Employees should be aware that in response to any violation, the Company shall take whatever action is deemed necessary under the circumstances including, but without limitation, 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, employee suspension or termination.

X. RECORD-KEEPING

A. The CCO and his designee, defined for this purpose as an ACO, must maintain all records relating to compliance with the Code, such as pre-clearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and pre-clearance records, for a period of seven years.

B. Upon request by the CCO, each ACO will provide the CCO access to the ACO's Code records.

XI. EXCEPTIONS

The CCO may grant written exceptions to provisions of the Code in circumstances which present special circumstances. 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 granted shall be reported to the Company Board at the next regularly scheduled meeting of the Directors. To the extent any such exception relates to an Employee who is an Access Person of a mutual fund Client, such exception shall be reported to the Board of such mutual fund Client at the next regularly scheduled meeting of the mutual fund's Board.

XII. REVIEW BY THE CCO

The CCO will undertake an annual review with respect to the Code to verify that the Code is being followed. The results of this review will be set forth in an annual report by the CCO to the Company's Board. The report shall specify any related concerns and recommendations and be accompanied by the appropriate exhibits. The CCO will provide this report to the Board of each mutual fund Client at its next regularly scheduled Board meeting, unless more immediate reporting is appropriate.

EXHIBIT A

AIMR CODE OF ETHICS AND STANDARDS
OF PROFESSIONAL CONDUCT

THE CODE OF ETHICS (FULL TEXT)

As amended and restated May, 1999.

Members of the Association for Investment Management and Research shall:

1. Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers, employees, and fellow members.

2. Practice and encourage others to practice in a professional and ethical manner that will reflect credit on members and their profession.

3. Strive to maintain and improve their competence and the competence of others in the profession.

4. Use reasonable care and exercise independent professional judgment.

THE STANDARDS OF PROFESSIONAL CONDUCT

All members of the Association for Investment Management and Research and the holders of and candidates for the Chartered Financial Analyst designation are obligated to conduct their activities in accordance with the following Code of Ethics. Disciplinary sanctions may be imposed for violations of the Code and Standards.

- Fundamental Responsibilities

- Relationships with and Responsibilities to a Profession

- Relationships with and Responsibilities to an Employer

- Relationships with and Responsibilities to Clients and Prospects

- Relationships with and Responsibilities to the Public

- Standards of Practice Handbook

STANDARD I: FUNDAMENTAL RESPONSIBILITIES

Members shall:

A. Maintain knowledge of and comply with all applicable laws, rules, and regulations (including AIMR's Code of Ethics and Standards of Professional Conduct) of any government, governmental agency, regulatory organization, licensing agency, or professional association governing the members' professional activities.

B. Not knowingly participate in or assist any violation of such laws, rules, or regulations.

STANDARD II: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE

PROFESSION

A. USE OF PROFESSIONAL DESIGNATION.

1. AIMR members may reference their membership only in a dignified and judicious manner. The use of the reference may be accompanied by an accurate explanation of the requirements that have been met to obtain membership in these organizations.

2. Those who have earned the right to use the Chartered Financial Analyst designation may use the marks "Chartered Financial Analyst" or "CFA" and are encouraged to do so, but only in a proper, dignified, and judicious manner. The use of the designation may be accompanied by an accurate explanation of the requirements that have been met to obtain the right to use the designation.

3. Candidates in the CFA Program, as defined in the AIMR Bylaws, may reference their participation in the CFA Program, but the reference must clearly state that an individual is a candidate in the CFA Program and cannot imply that the candidate has achieved any type of partial designation.

B. PROFESSIONAL MISCONDUCT.

1. Members shall not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence.

2. Members and candidates shall not engage in any conduct or commit any act that compromises the integrity of the CFA designation or the integrity or validity of the examinations leading to the award of the right to use the CFA designation.

C. PROHIBITION AGAINST PLAGIARISM.

Members shall not copy or use, in substantially the same form as the original, material prepared by another without acknowledging and identifying the name of the author, publisher, or source of such material. Members may use, without acknowledgment, factual information published by recognized financial and statistical reporting services or similar sources.

STANDARD III: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE

EMPLOYER

A. OBLIGATION TO INFORM EMPLOYER OF CODE AND STANDARDS. Members

shall:

1. Inform their employer in writing, through their direct supervisor, that they are obligated to comply with the Code and Standards and are subject to disciplinary sanctions for violations thereof.

2. Deliver a copy of the Code and Standards to their employer if the employer does not have a copy.

B. DUTY TO EMPLOYER. Members shall not undertake any independent practice that could result in compensation or other benefit in competition with their employer unless they obtain written consent from both their employer and the persons or entities for whom they undertake independent practice.

C. DISCLOSURE OF CONFLICTS TO EMPLOYER. Members shall:

1. Disclose to their employer all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to interfere with their duty to their employer or ability to make unbiased and objective recommendations.

2. Comply with any prohibitions on activities imposed by their employer if a conflict of interest exists.

D. DISCLOSURE OF ADDITIONAL COMPENSATION ARRANGEMENTS. Members shall disclose to their employer in writing all monetary compensation or other benefits that they receive for their services that are in addition to compensation or benefits conferred by a member's employer.

E. RESPONSIBILITIES OF SUPERVISORS. Members with supervisory responsibility, authority, or the ability to influence the conduct of others shall exercise reasonable supervision over those subject to their supervision or authority to prevent any violation of applicable statutes, regulations, or provisions of the Code and Standards. In so doing, members are entitled to rely on reasonable procedures to detect and prevent such violations.

STANDARD IV: RELATIONSHIPS WITH AND RESPONSIBILITIES TO CLIENTS AND

PROSPECTS

A. INVESTMENT PROCESS.

A.1 REASONABLE BASIS AND REPRESENTATIONS. Members shall:

a. Exercise diligence and thoroughness in making investment recommendations or in taking investment actions.

b. Have a reasonable and adequate basis, supported by appropriate research and investigation, for such recommendations or actions.

c. Make reasonable and diligent efforts to avoid any material misrepresentation in any research report or investment recommendation.

d. Maintain appropriate records to support the reasonableness of such recommendations or actions.

A.2 RESEARCH REPORTS. MEMBERS SHALL:

a. Use reasonable judgment regarding the inclusion or exclusion of relevant factors in research reports.

b. Distinguish between facts and opinions in research reports.

c. Indicate the basic characteristics of the investment involved when preparing for public distribution a research report that is not directly related to a specific portfolio or client.

A.3 INDEPENDENCE AND OBJECTIVITY. Members shall use reasonable care and judgment to achieve and maintain independence and objectivity in making investment recommendations or taking investment action.

B. INTERACTIONS WITH CLIENTS AND PROSPECTS.

B.1 FIDUCIARY DUTIES. In relationships with clients, members shall use particular care in determining applicable fiduciary duty and shall comply with such duty as to those persons and interests to whom the duty is owed. Members must act for the benefit of their clients and place their clients' interests before their own.

B.2 PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS. Members shall:

a. Make a reasonable inquiry into a client's financial situation, investment experience, and investment objectives prior to making any investment recommendations and shall update this information as necessary, but no less frequently than annually, to allow the members to adjust their investment recommendations to reflect changed circumstances.

b. Consider the appropriateness and suitability of investment recommendations or actions for each portfolio or client. In determining appropriateness and suitability, members shall consider applicable relevant factors, including the needs and circumstances of the portfolio or client, the basic characteristics of the investment involved, and the basic characteristics of the total portfolio. Members shall not make a recommendation unless they reasonably determine that the

recommendation is suitable to the client's financial situation, investment experience, and investment objectives.

c. Distinguish between facts and opinions in the presentation of investment recommendations.

d. Disclose to clients and prospects the basic format and general principles of the investment processes by which securities are selected and portfolios are constructed and shall promptly disclose to clients and prospects any changes that might significantly affect those processes.

B.3 FAIR DEALING. Members shall deal fairly and objectively with all clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.

B.4 PRIORITY OF TRANSACTIONS. Transactions for clients and employers shall have priority over transactions in securities or other investments of which a member is the beneficial owner so that such personal transactions do not operate adversely to their clients' or employer's interests. If members make a recommendation regarding the purchase or sale of a security or other investment, they shall give their clients and employer adequate opportunity to act on their recommendations before acting on their own behalf. For purposes of the Code and Standards, a member is a "beneficial owner" if the member has

a. a direct or indirect pecuniary interest in the securities;

b. the power to vote or direct the voting of the shares of the securities or investments;

c. the power to dispose or direct the disposition of the security or investment.

B.5 PRESERVATION OF CONFIDENTIALITY. Members shall preserve the confidentiality of information communicated by clients, prospects, or employers concerning matters within the scope of the client-member, prospect-member, or employer-member relationship unless a member receives information concerning illegal activities on the part of the client, prospect, or employer.

B.6 PROHIBITION AGAINST MISREPRESENTATION. Members shall not make any statements, orally or in writing, that misrepresent

a. the services that they or their firms are capable of performing;

b. their qualifications or the qualifications of their firm;

c. the member's academic or professional credentials.

Members shall not make or imply, orally or in writing, any assurances or guarantees regarding any investment except to communicate accurate information regarding the terms of the investment instrument and the issuer's obligations under the instrument.

B.7 DISCLOSURE OF CONFLICTS TO CLIENTS AND PROSPECTS. Members shall disclose to their clients and prospects all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to impair the members' ability to make unbiased and objective recommendations.

B.8 DISCLOSURE OF REFERRAL FEES. Members shall disclose to clients and prospects any consideration or benefit received by the member or delivered to others for the recommendation of any services to the client or prospect.

STANDARD V: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE PUBLIC

A. PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION. Members who possess material nonpublic information related to the value of a security shall not trade or cause others to trade in that security if such trading would breach a duty or if the information was misappropriated or relates to a tender offer. If members receive material nonpublic information in confidence, they shall not breach that confidence by trading or causing others to trade in securities to which such information relates. Members shall make reasonable efforts to achieve public dissemination of material nonpublic information disclosed in breach of a duty.

B. PERFORMANCE PRESENTATION.

1. Members shall not make any statements, orally or in writing, that misrepresent the investment performance that they or their firms have accomplished or can reasonably be expected to achieve.

2. If members communicate individual or firm performance information directly or indirectly to clients or prospective clients, or in a manner intended to be received by clients or prospective clients, members shall make every reasonable effort to assure that such performance information is a fair, accurate, and complete presentation of such performance.

STANDARDS OF PRACTICE HANDBOOK

Experience has shown that the working investment professional can best understand and apply AIMR's Code of Ethics and Standards of Professional Conduct if they are accompanied by practical illustrations describing application of individual standards. The Standards of Practice Handbook was developed with this type of illustration in mind. The Eighth Edition of the Standards of Practice Handbook contains detailed analysis of the Standards, as well as three topical studies on fiduciary duty, insider trading, and personal investing. The 8th edition of the Handbook can be obtained from PBD. To order your copy for $35, call PBD at 800-789-AIMR (outside the U.S., call 770-442-8633, ext. 298), fax your order to 770-442-9742, or e-mail your order to aimrpubs@pbd.com.

EXHIBIT B

MCMORGAN & COMPANY LLC CODE OF ETHICS

QUESTIONNAIRE ON CONFLICTS OF INTEREST

1. Please list any officership, directorship, trusteeship or material employment which you (or any dependent relative) hold in any publicly-held corporations or companies or in any affiliates of McMorgan & Company LLC. If you do not have any, please insert "NONE" below.

2. (a) Please list any substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) you (or any dependent relative) may have in any business unit which you know is a supplier of or soliciting orders for sales or services to the Company or its affiliates. If you do not have any, please insert "NONE" below.

(b) Please list any substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) you (or any dependent relative) may have in any business unit which you know is doing business with the Company or its affiliates, other than suppliers referred to above. If you do not have any, please insert "NONE" below.

3. Please list the names (not amount of the holdings) of any corporations or business units in which you (or any dependent relative) have a substantial financial interest (such as 1% or more of the outstanding stock or other equity or ownership interests) and in which, to your knowledge, the Company or its affiliates or clients has an investment. If you do not have any, please insert "NONE" below.

4. Please list the names of any corporations or business units in the following categories in which you (or any dependent relative) may have any interest or financial holding. (The amount of holding or the number of shares of stock need not be listed.) If you do not have any, please insert "NONE" below.

(a) Any investment advisor, investment banking firm, brokerage firm or other business unit other than affiliates. (Do not include brokerage or similar accounts or investments in mutual funds.)

(b) Any company, other than affiliates, whose principal business is the issuance and sale of life insurance, annuities or accident and health insurance policies, or the provision of financial or health services or products (including any life insurance or health insurance agency, brokerage or insurance consultant firm). Do not include interests in policies, annuities or health insurance contracts.

(c) Any mortgage loan correspondent of any affiliate or any other concern engaged primarily in the business of buying, selling or servicing real estate mortgages. Do

not include mortgages upon property owned by you, or personal investments in real estate investment trusts.

6. Please list (i) the names of any business firms in which you (or any dependent relative) have an interest or financial holding and which have property which to your knowledge is subject, in whole or in part, to a real estate mortgage held by the Company, its affiliates or the Company's employees, officers or members of its board of directors and (ii) any of your (or your dependent relative's) financial liabilities, including with respect to real estate to the Company, its affiliates or the Company's employees, officers or members of its board of directors. If you do not have any, please insert "NONE" below.

7. Please list or summarize any financial interest you (or any dependent relative), have which, in your opinion, affects or might appear to affect adversely the discharge of your duties and responsibilities to the Company. If you do not have any, please insert "NONE" below.

If a material change occurs in any matters reported in this Questionnaire or new circumstances are discovered evidencing any conflict of interests or other deviations from the Company's Code of Ethics, the undersigned hereby undertakes promptly to file with the CCO an appropriate amendment or supplement to this Questionnaire until it is superseded by the next completed Annual Questionnaire.

If any of the spaces allocated above are insufficient, please attach a complete list following this signature page.

EXHIBIT C

MCMORGAN & COMPANY LLC CODE OF ETHICS

INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE

[ ] I hereby certify that I have received the McMorgan & Company LLC Code of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended, and the McMorgan & Company LLC Personal Investment Policy and that I have read and understood the Code and the Policy. I further certify that I will comply and, if this is other than an initial certification, have complied with each of the Code's and Policy's provisions to which I am subject.

APPENDIX A

MCMORGAN & COMPANY LLC
PERSONAL INVESTMENT POLICY

VI. IN GENERAL

McMorgan & Company LLC ("McMorgan" or the "Company") owes an undivided duty of loyalty to its Clients. McMorgan also recognizes the need to permit its Employees reasonable freedom with respect to their personal investment activities. It is important to balance these competing interests in an appropriate way that (a) acknowledges the possibility of conflict between these goals and (b) sets forth standards to assure that the primary duty of loyalty to its Clients is fulfilled.

The McMorgan Personal Investment Policy (the "Policy") is part of and incorporated into the Company's Code of Ethics. Together with the Code, it supersedes and replaces in full any earlier policies on the subjects regulated.

The Policy has been implemented by McMorgan notwithstanding its belief that securities purchased or sold for Clients ordinarily trade in a sufficiently broad market to permit transactions by Employees for their for personal accounts without any appreciable impact on the market for such securities and thus no negative impact to our Clients.

THIS POLICY APPLIES TO ALL MCMORGAN EMPLOYEES. SHOULD YOU HAVE A QUESTION

AS TO YOUR STATUS UNDER THE CODE OR THIS POLICY, CONTACT THE CCO IMMEDIATELY.

Any questions which arise relating to the Policy should be referred to the CCO or ACOs. If necessary, any final determination of the administration of this policy will be made by McMorgan's Chairman or President in consultation with the CCO.

XIII. PRE-CLEARANCE

A. Pre-Clearance Generally

To help prevent Front Running, Scalping, Fraud and other trading abuses and actual or potential conflicts or interest, no Access Person of McMorgan (or account in which an Access Person has any direct or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of the CCO or ACO (except pursuant to the exceptions in Section II.B. below). Accordingly, each Access Person shall file with the CCO or ACO (in writing), a request in substantially the form of Exhibit D hereto a ("Request Form") before completing any transaction in Covered Securities in which the Access Person has a Beneficial Ownership interest. The final determination shall be noted by the CCO or ACO on the Request Form and dated and communicated to the Access Person who submitted the request. The authorization provided by the CCO or ACO is effective, unless revoked, for the calendar

day it was submitted and ultimately approved. If the Covered Securities transaction is not executed that day, a new authorization must be obtained

B. Exceptions to Pre-Clearance Requirements

1. Pre-clearance is not required with respect to any transaction:

(a) effected in any account which is managed on a discretionary basis by a person other than such Access Persons and with respect to which such Access Person does not, in fact, influence or control such transactions and documentation describing that relationship has been submitted to and approved by the CCO;

(b) by McMorgan Independent Directors who do not have access to information about McMorgan's purchases and sales of securities;

(c) by officers or employees of the New York Life Insurance Company or NYLIM who are directors of McMorgan, who do not have access to information about McMorgan's purchases and sales of securities;

(d) automatic purchases under dividend reinvestment or employee stock option plans and sales pursuant to regulated tender offers; or

(e) in securities that are not Covered Securities, that is:

(i) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term investments, including repurchase agreements;

(ii) shares issued by registered open-end mutual funds; and

(iii) direct obligations of the government of the United States.

(f) securities representing shares of a broad-based market index or stock baskets ("Exempt Securities").

2. The exceptions in II.B.1. do not apply to transactions that are covered by Sections III.C. (initial public offerings) and III.D. (private placements), below.

XIV. OTHER RESTRICTIONS

A. Trading/Black-Out Periods

No Access Persons may acquire or dispose of beneficial ownership in Covered Securities (other than Exempt Securities) that McMorgan is purchasing or selling for any Client or proposes to purchase or sell for any Client where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Client;

The following rules are designed to implement the preceding paragraph and to minimize the possibility of conflicts of interest and the appearance of conflicts of interest:

1. No Access Person may acquire or dispose of beneficial ownership in a Covered Security (other than an Exempt Security) (i) on a day when there is a Pending Buy or Sell Order for a Client of McMorgan until such order is executed or withdrawn, or (ii) if any purchase or sale of such securities has been made for a McMorgan Client account in the prior seven calendar days or can reasonably be anticipated for a McMorgan Client account in the next seven calendar days. This restriction will apply to all Access Persons with respect to all Clients' portfolio activity. Pre-clearance will be limited accordingly.

The CCO or ACO may make an exception to the black-out period set forth in paragraph 1 (ii) above in the event that the contemplated transaction involves
(i) 1,000 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion; (ii) 500 shares or less if the market capitalization is less than $5 billion.

2. Notwithstanding anything expressly stated in the Policy, no Covered Securities may be purchased or sold by any Employee if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for a McMorgan Client.

3. If service as a director of an outside Business Organized for Profit is authorized, securities of such outside entity may be added to the company Restricted List as provided in Section IV.C. of the Code.

B. Use of Brokerage for Personal or Family Benefit

No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through McMorgan's traders. Employees must effect such trades through their personal broker-dealers. In addition, no Employee may, for direct or indirect personal or a family member's benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of McMorgan or Employee's influence (implied or stated) with McMorgan.

C. Initial Public Offerings

No Access Person (or Employees who are Registered Representatives) may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the CCO or ACO.

D. Private Placements

No Access Person may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the CCO or ACO. All Access Persons who have obtained prior approval and made an investment in a Private Placement must disclose that investment if that Access Person plays a part in any subsequent consideration of an investment in the issuer by Client accounts. Under such circumstances, McMorgan's decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.

E. Restricted List

No Employee may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company's Restricted List.

F. Maximum Trades and Trade Requests per Quarter

While there is no maximum limitation on the number of trades that an Employee may execute per quarter or trade requests that an Employee may submit per quarter, the Code grants the CCO or ACO the power to impose such a limitation on any Employee if believed to be in the best interest of the Company or its Clients.

G. Sixty Day Holding Period

No Access Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) security within sixty calendar days. Violations will result in disgorgement of the profit to the Client or to a charity of the Company's choice. Exceptions may be made by the CCO or ACO to accommodate special circumstances.

H. Investment Clubs

Access Persons and members of their immediate family may not participate in Investment Clubs except that an Access Person or family member may remain as a member of such a Club if that person was a member of the Club prior to the adoption of this Policy and for at least six months before his or her Employment Date. Access Persons or their immediate family members who fall within the two exceptions above may participate in such a Club if (i) the Access Person promptly discloses the membership to the CCO and (ii) directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or ACO, at the addresses provided in Exhibit H hereto. Investment Club

transactions will be monitored by the CCO or the ACO, and may be subject to the pre-clearance requirements of Section II hereof, if necessary to prevent abuses of the Code or this Policy.

I. Exceptions

The restrictions in Sections III.A.1, III.E., III.G. and III.H. above shall not apply with respect to transactions effected in any account which is managed on a discretionary basis by a person other than the Access Person and with respect to which such Access Person does not, in fact, influence or control such transactions and documentation describing the relationship has been submitted to and approved by the CCO.

XV. RECORD KEEPING AND REPORTING REQUIREMENTS

A. Personal Record Keeping

Each Employee of McMorgan is to maintain records adequate to establish that the individual's personal investment decisions did not involve a conflict with any applicable requirements of the Policy. Generally, such records would include copies of pre-clearance authorizations, brokerage confirms and brokerage statements, if any. If there is any question as to whether a proposed transaction might involve a possible violation of the Policy, the transaction should be discussed in advance with the CCO or ACO.

B. Reporting Requirements

1. Statutory

McMorgan is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in Covered Securities in which its Employees have direct or indirect Beneficial Ownership. Employees should carefully read the definition of Beneficial Ownership in the Code as it is very broad and includes ownership by certain family members. The following reporting requirements have been adopted to enable McMorgan to satisfy these requirements:

(a) At the time of becoming an Employee, but in no case later than ten
(10) days from the Employment Date, every new Employee (other than an Independent Director of McMorgan) shall submit to the CCO or ACO, a report in substantially the form of Exhibit E ("Employee Initial/Annual Securities Holdings Report and Certification"), disclosing every Covered Security in which that Employee has a direct or indirect Beneficial Ownership interest as of the Employment Date. Employees must also disclose the name of all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities) as to which the Employee has any Beneficial Ownership interest are held.

(b) At the end of each calendar year, but in no case later than January 30th of the following year, every Employee (other than an Independent Director of McMorgan) shall submit to the CCO or ACO, a report in substantially the form of Exhibit E ("Employee Initial/Annual Securities Holdings Report and Certification"), disclosing every Covered Security in which that Employee has a direct or indirect Beneficial Ownership interest as of year-end. Employees must also disclose the name of all broker, dealer or bank accounts in which any securities (whether or

not they are Covered Securities) as to which the Employee has any Beneficial Ownership interest are held.

(c) Every Employee shall file with the CCO or ACO a report in substantially the form of Exhibit F ("Quarterly Report") within 10 days following the end of each calendar quarter. The Quarterly Report must reflect all transactions in any Covered Security in which an Employee has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must state that there were no such transactions in the applicable calendar quarter. Employees must also disclose broker, dealer or bank accounts (where the bank account is used as a brokerage account) opened or closed since the previous quarter. An Employee need not make a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements received by the CCO or ACO with respect to the Employee within the 10 day period, provided that all information required by Exhibit F is in the confirmation or account statements.

(d) These reporting requirements do not apply to transactions effected for, and Covered Securities held in, any account over which the Employee or Access Person has no direct or indirect influence or control. Filing of duplicate trade confirmations and account statements as described in Section
IV.B.3 hereof may, however, be required by the CCO for any account as to which an Employee has any Beneficial Ownership interest if necessary to prevent abuses of the Code or this Policy.

2. Additional Quarterly Reporting

Each Access Person shall file with the CCO or ACO, as part of the Quarterly Report, the names and affiliations of immediate family members sharing the Access Person's household who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of McMorgan personnel in the discharge of their duties.

3. Additional Initial and Annual Certifications

Each new Employee shall file with the CCO or ACO in substantially the form of Exhibit C, an initial certification indicating that the Employee has received, read, understood and will comply with the Code. Each Employee shall file annually with the CCO or ACO in substantially the form of Exhibit C, a certification indicating that the Employee has received, read, understood and complied with the Code for the calendar year.

4. Duplicate Confirmations

Each Access Person shall arrange for prompt filing by the broker, dealer and bank (where the bank account is used as a brokerage account) with the CCO or ACO of duplicate confirmations of all trades of Covered Securities and quarterly account statements. The duplicates shall be mailed to McMorgan at its San Francisco address.

5. New Accounts

Each Access Person shall promptly notify the CCO or ACO of any new account opened with a broker, dealer or bank (where the bank account is used as a brokerage account). Such notification shall be mailed to McMorgan at its San Francisco address.

XVI. SANCTIONS AND REVIEW

A. Sanctions

Upon discovering a violation of the Policy, McMorgan may impose sanctions as it deems appropriate, including, among other sanctions, reversal of any trade, reallocation of trades to Client accounts, fines, disgorgement, or suspension or termination of the employment of the violator. With respect to Clients, profits realized from transactions prohibited by the Policy must be disgorged to the Client if material and necessary to make the Client whole.

B. Review by CCO

The CCO will undertake an annual review with respect to the Code to verify that the Code is being followed. The results of this review will be set forth in an annual report by the CCO to the Company's Board, which the CCO will report at the next scheduled Board meeting. The report shall specify any related concerns and recommendations and be accompanied by the appropriate exhibits. The CCO will provide the annual review to the Board of each mutual fund Client at its next regularly scheduled Board meeting, unless more immediate action is appropriate.

                              # OF SHRS,
                              PRINCIPAL       APPROX     SYMBOL OR    PURCHASE (P)     APPROVED/
DATE    NAME OF SECURITY     AMOUNT, ETC.      PRICE      CUSIP #       SALE (S)        DENIED
----    ----------------     ------------      -----      -------       --------        ------

THE PERSON INDICATED ABOVE HAS STATED AND REPRESENTS THAT:

(a) he/she has no inside information (including information relating to planned securities transactions by McMorgan) relating to the above referenced issuer(s);

(b) there is no conflict of interest in these transactions with respect to Client portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and

(c) these securities are not initial public offerings or private placements.

Approved: [ ]        Date:
                           ----------
                                           -------------------------------
                                                         ACO
Denied:   [ ]

                                           -------------------------------
                                                         CCO

EXHIBIT E

EMPLOYEE INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION

As of the date appearing above, the following are each and every Covered Security and securities account in which I have a direct or indirect "Beneficial Ownership" interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations). For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or for the benefit of a person, or such person's "immediate family" sharing the same household, including any account in which the Access Persons or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "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. FOR A MORE COMPLETE DEFINITION OF THESE TERMS, PLEASE CONSULT THE MCMORGAN & COMPANY LLC CODE OF ETHICS

IN LIEU OF AN EMPLOYEE LISTING ON THIS FORM EACH SECURITY HELD AS OF YEAR-END, HE/SHE MAY ATTACH AS AN EXHIBIT TO THIS DOCUMENT, AN ANNUAL STATEMENT(S) FOR EVERY BANK OR BROKERAGE ACCOUNT AS TO WHICH THE EMPLOYEE HAS A BENEFICIAL OWNERSHIP INTEREST IN SECURITIES. NOTWITHSTANDING THIS ACCOMMODATION, IT IS THE EMPLOYEE'S SOLE RESPONSIBILITY TO ENSURE THAT THE INFORMATION REFLECTED IN THAT STATEMENT(S) IS ACCURATE AND COMPLETELY DISCLOSES ALL RELEVANT SECURITIES HOLDINGS.

This report need not disclose Covered Securities held in any account over which the Employee has no direct or indirect influence or control.

                                                                                      NATURE OF INTEREST
                     BROKER, DEALER OR BANK            NO. OF SHARES           (DIRECT OWNERSHIP, FAMILY MEMBER,
NAME OF SECURITY       WHERE SECURITY HELD         AND PRINCIPAL AMOUNT                 CONTROL, ETC.)
----------------       -------------------         --------------------                 --------------

Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit ("Securities Account") as of the date appearing above.

* 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.

** Please see the definition of Employee in the McMorgan & Company LLC Code.

NAME OF BROKER, DEALER OR BANK WITH
      WHICH ACCOUNT IS HELD                DATE ACCOUNT ESTABLISHED     ACCOUNT NUMBER
      ---------------------                ------------------------     --------------

Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit ("Securities Account") as of the date appearing above.

I CERTIFY THAT THE SECURITIES LISTED ABOVE ARE THE ONLY COVERED SECURITIES IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST.

I FURTHER CERTIFY THAT THE ACCOUNTS LISTED ABOVE ARE THE ONLY SECURITIES ACCOUNTS IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST.

COMMENTS:

EXHIBIT F

QUARTERLY REPORT OF SECURITIES TRANSACTIONS

As of the date appearing above, the following are each and every transaction in a Covered Security in which I have a direct or indirect "Beneficial Ownership" interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations). For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or for the benefit of a person, or such person's "immediate family" sharing the same house-hold, including any account in which the Access Person or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "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. FOR A MORE COMPLETE DEFINITION OF THESE TERMS, PLEASE CONSULT THE MCMORGAN & COMPANY LLC CODE OF ETHICS.

This report need not disclose transactions in Covered Securities in any account over which the Access Person has no direct influence or control.

           Amount (No. of
             Shares or      Interest Rate/                    Nature of                    Nature of Interest        Firm Through
 Name of     Principal     Maturity Date (if   Trade         Transaction                   (Direct Ownership,     Which Transaction
Security      Amount)         applicable)       Date    (Purchase, Sale, Etc.)   Price   Spouse, Control, etc.)      Was Effected
--------      -------         -----------       ----    ----------------------   -----   ----------------------      ------------

Since the prior Quarterly Report, I have opened or closed the following accounts in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit:

Firm         Account Name and Number    Date Opened     Opened/Closed
----         -----------------------    -----------     -------------

In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to McMorgan & Company LLC any material interests in my Covered Securities which might reasonably have been expected to involve a conflict with the interests of Clients. Also, I have disclosed all my Covered Securities holdings to McMorgan & Company LLC.

The names and affiliations of family members (see above) who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of McMorgan personnel in the discharge of their duties are as follows:

Names                         Affiliations
-----                         ------------

EXHIBIT H

ADDRESS(ES) TO WHICH EMPLOYEE'S DUPLICATE BROKER CONFIRMATIONS/STATEMENTS
SHOULD BE SENT BASED ON GEOGRAPHIC LOCATION.