New York Life Insurance Company
Year-end 2007 Conflicts of Interest/Compliance Questionnaire
Name:
Title:
(Please Print)
Dept./Location:
Telephone Number:
The purpose of this questionnaire is to obtain required information from officers and certain other employees (collectively,
“employees”) of New York Life Insurance Company and its subsidiaries and joint ventures (collectively, the “Company” or “New
York Life”) regarding any actual or potential conflicts of interest between the employee and the Company or its customers or
suppliers, and compliance with certain domestic and foreign laws, rules and regulations. The relevant policies to which all
employees are subject are contained in Integrity - Standards of Business Conduct (“Integrity”)(which can be found on the New
York Life Intranet) (About New York Life/Policies/Business Conduct/Integrity Manual). Integrity should be consulted for specific
information regarding the questions that follow. If you need a copy of Integrity or if you have any questions, please call John
O’Byrne at (212) 576-6556.
In addition to Integrity, employees of New York Life subsidiaries and joint ventures are required to adhere to any additional
Codes of Ethics or policies that have been adopted by that subsidiary or joint venture.
If the answer to any of the following questions is “yes,” please provide complete and specific details on pages 7 or 8,
identifying the question by number. Information must be provided on this questionnaire even if it has been previously
disclosed to the Committee on Conflicts of Interest. If any information was omitted from a prior questionnaire, it should also
be provided.
Please note that you are under a continuing obligation to notify the Committee on Conflicts of Interest of any changes to any
response that would result in a different answer to any question(s) below. To notify the Committee, please contact John
O’Byrne at (212) 576-6556.
UNLESS OTHERWISE INDICATED, THE INFORMATION REQUESTED COVERS THE CALENDAR YEAR ENDED
DECEMBER 31, 2007.
Affiliations with Business Entities – Include both for-profit and not-for-profit affiliations. Exclude affiliations with New
York Life subsidiaries and joint ventures.
Yes
No
1.
During the calendar year ended December 31, 2007, have you been affiliated with any enterprise as an
officer, director, (or member of a committee of a Board of Directors), manager, trustee, partner, employee,
independent contractor or sole proprietor?
(Please provide complete details of any “yes” answer on Page 7.)
Financial Interests in Business Entities – Exclude affiliations with New York Life subsidiaries and joint ventures.
2.
During the calendar year ended on December 31, 2007, have you, or to the best of your knowledge, has any member of
your family,1 been employed by, licensed with, served as an officer, director (or member of a committee of a Board of
Directors), manager or trustee of, or owned or held, directly or indirectly, a Significant Interest2 in any of the following:
Yes
No
a. A business entity that, to your knowledge, is a provider of goods and/or services to the Company
(e.g., PricewaterhouseCoopers or Staples)?
b. A business entity that, to your knowledge, engages in commercial or financial transactions with the
Company other than as a provider of goods and services?
c. A business entity in which, to your knowledge, the Company holds a financial or other interest?
d. A company whose principal business is the issue and sale of insurance or annuities?
e. An insurance agency, brokerage or insurance consulting firm, or a mortgage banking concern?
f.
A business entity that, to your knowledge, is a mortgage loan correspondent of the Company?
g. An investment bank, investment company, investment advisor, broker-dealer, or other firm
1“Family”
means an employee’s spouse, child or other relative, whether related by blood, marriage or otherwise. The term also includes any related or
unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially
contributed to by the employee, such as a “significant other.”
2A
“Significant Interest” is held by a person in an entity if any of the following apply: (i) an ownership interest of 1% or more is held by such person in a
public company, (ii) an ownership interest equal to 10% or more of such person’s net worth is held in any entity, or (iii) an entity is controlled by such
person. See footnote 3 for definition of “Control”.
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h.
i.
engaged in the business of buying and selling securities or providing investment advice?
An organization that provides legal, accounting, consulting, training, or management services to
the financial services industry?
A business entity that, to your knowledge, has property subject to a real estate mortgage held by
the Company?
(Please provide complete details of any “yes” answer on page 8)
Other Financial Interests and Transactions
3
Have you (or do you) or, to the best of your knowledge, has (or does) any member of your family1:
a.
b.
c.
d.
e.
f.
Yes
No
Yes
No
Yes
No
Held a financial or other interest (not disclosed elsewhere in this questionnaire) that affects or
conflicts with or might appear to affect or conflict with the interests of the Company or the
discharge of your duties and responsibilities to the Company?
Been involved in any transaction, proposed, or consummated, to which the Company is a party
and in which you or any member of your family1 has a financial or other interest?
Received any tax, consulting, or advisory services or other personal services from
PricewaterhouseCoopers or KPMG (or any of their affiliates), or from any entity or organization that
provides services to, or engages in, transactions with the Company?
Control3 any for-profit entity (excluding New York Life, its subsidiaries and joint ventures)?
For the year ended December 31, 2007, retained any accounting firm other than
PricewaterhouseCoopers to provide any audit or audit-related services for the Company. If “yes”,
please provide the date and description of the work, whether or not the work is still on going, and
who approved the retention.
For the year ended December 31, 2007, retained Deloitte & Touche or KPMG to provide any
services whatsoever to the Company. If “yes”, please provide the date and description of the
work, whether or not the work is still on going, and who approved the retention.
(Please provide complete details of any “yes” answer on Page 8.)
Compensation, Entertainment and Gifts Involving Others
4.
a.
Have you or, to the best of your knowledge, has any member of your family1, received any
compensation or other economic benefit that has not been reported to the Company from any third
party in connection with any transaction(s) involving the Company?
b.
Have you provided or received any gifts or entertainment that you have failed to report in your
department’s gift and entertainment log if their nature or value required reporting?
(Gifts or entertainment (for example, meals and tickets to events) arising out of or related to your
employment involving persons outside of New York Life are as a matter of course reportable.
(For NYL and NYL International employees - Items valued at less than $10 need not be reported.)
Employees of other affiliated entities should check their separate reporting rules.). See New York
Life Online, Policies, Business Conduct, Gifts and Entertainment.)
(Please provide complete details of any “yes” answer on Page 8.)
Expenditures on Gifts and Entertainment to Government Employees
5.
Have you paid the expenses of, or given any other thing of value (for example, meals, lodging,
entertainment, and/or gifts), to an employee or official of any foreign, federal, state, or local government
branch or agency (except for those expenses specifically approved by the Office of Governmental
Affairs or NYLIM Compliance).
(Please provide complete details of any “yes” answer on Page 8.)
3 “Control”
means the power to direct or cause the direction of the management or policies of a company, whether through ownership of securities, by
contract, or otherwise. A person is presumed to control a company if such person serves as a director of that company, or serves as a partner or officer of
that company exercising executive responsibility (or having similar status or functions), or if such person has the right to vote 25% or more of its voting
securities or is entitled to 25% or more of its profits.
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Contacts with Government Employees
6.
In connection with your employment with the Company but excluding any contacts coordinated by the Office of
Governmental Affairs, have you had, or do you expect to have, any contact with any employee or official of any foreign,
federal, state, or local government branch or agency with the intent of influencing any decision involving the Company
regarding:
Yes
No
a.
Legislation (note: you may exclude voluntary contacts with your legislative representative, or
contacts made as part of a “grassroots” lobbying effort; e.g., taxation of life insurance or insurance
benefits or foreign trade matters)?
b.
Rulemaking?
c.
A financial arrangement (e.g., a purchase or investment)?
d.
Any other official decision (e.g., approval of a registration, license, policy application, or
advertisement)?
(Please provide complete details of any “yes” answer on Page 8.)
Foreign Corrupt Practices Act
7.
Have you made or offered, or are you aware of any Company employee or agent who has made or offered, any direct or
indirect payment or gift to any employee or official of a foreign government or political party, candidate for foreign political
office, or intermediary for the purposes of:
Yes
No
a.
Influencing an action?
b.
Obtaining favorable treatment or a special concession for the Company, or as payment for
favorable treatment or a concession, which previously has been received on behalf of the
Company?
(Please provide complete details of any “yes” answer on Page 8)
Computer Security
8.
The Company has an enterprise wide security policy, which recognizes that computer software, hardware, and the
information contained therein are proprietary assets of the Company. It is the responsibility of all employees to ensure
that these critical Company assets are established, operated, and maintained in a secure environment. All employees
who have access to the Company's computer and information resources are individually responsible for understanding
and complying with the Company's security policy.
a.
Unless previously reported, have you used, or are you aware of any employee who has used, the
Company’s computer system and/or information resources in violation of the information security
policy?
b.
Are you aware of any employee who has failed to report any violations of this policy?
(Please provide complete details of any “yes” answer on Page 8.)
Yes
No
Yes
No
International Boycott Reporting Requirements
9.
a.
b.
To the best of your knowledge, has the Company, its subsidiaries (including any foreign entities in
which the Company, or any of its subsidiaries, owns a 10% or more interest), or its joint ventures,
participated in or cooperated with an international boycott imposed by a foreign country?
(A person participates in or cooperates with an international boycott if he or she agrees, as a
condition of doing business within a foreign country or with the government, a company, or a
national of such country, to refrain from: (i) doing business with another country or companies or
nationals of such country; (ii) doing business with U.S. persons engaged in business with a country
or companies or nationals of such country; (iii) doing business with any company whose ownership
or management is of a particular nationality, race, or religion; or (iv) employing or removing
individuals of a particular nationality, race or religion.)
To the best of your knowledge, has the Company, its subsidiaries, or its joint ventures been asked
to participate in or cooperate with an international boycott imposed by a foreign country?
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c.
d.
To the best of your knowledge, has the Company, its subsidiaries, or its joint ventures, had any
sales to or operations in, or related to, any of the following countries, or with the government, a
company or nationals of any of the following countries: Kuwait, Lebanon, Libya, Qatar, Saudi
Arabia, Syria, United Arab Emirates, or the Republic of Yemen?
To the best of your knowledge, has the Company, its subsidiaries, or its joint ventures, had any
sales to or operations in, or related to, any country, or with the government, a company, or national
of any country where it has been required or asked to participate in an international boycott as a
condition of doing business?
(For purposes of c. and d. above, "operations" would include where business (i) is conducted in
whole or in part in a country that is participating in an international boycott ("boycotting country");
(ii) is conducted outside a boycotting country either for or with the government, a company or
national of a boycotting country; or (iii) is conducted outside a boycotting country for the
government, a company or national of a non-boycotting country, if the person knows or has reason
to know that the goods, services or funds produced by the operations are intended for use in a
boycotting country or for the government, a company or national of a boycotting country.)
(Please provide complete details for any “yes” answer on Page 8.)
Office of Foreign Assets Control Reporting Requirements
10.
a.
b.
Yes
No
Yes
No
To the best of your knowledge, has the Company, its subsidiaries, or its joint ventures, or any of their
respective departments, affiliates, subsidiaries, agents, or employees, engaged in any sales,
operations, or transactions of any kind whatsoever with, or related to, the government, nationals, or
residents (whether individual, corporate, or otherwise) of any of the following countries:
Belarus, Burma (Myanmar), Cuba, Democratic Republic of the Congo, Iran, Iraq, Ivory Coast, Liberia,
Libya, North Korea, Serbia, Sudan, Syria, or Zimbabwe?
To the best of your knowledge, has the Company, its subsidiaries or its joint ventures, or any of
their respective departments, affiliates, subsidiaries, agents, or employees, engaged in any sales,
operations, or transactions of any kind whatsoever with any person or entity identified on any
government list of criminals, narcotics traffickers, or terrorists or terrorist organizations, including
but not limited to the list of Specially-Designated Nationals maintained by the Office of Foreign
Assets Control of the U.S. Treasury? (See: http://treas.gov.office/enforcement/ofac/ for further
details)
(Please provide complete details for any “yes” answer on Page 8.)
Compliance with Domestic and Foreign Laws, Rules and Regulations
11.
a.
Have you, directly or indirectly, been involved4 in any of the following within the past five years:
i.
ii.
b.
c.
Anti-trust, copyright, or patent litigation?
Civil or criminal action or administrative proceeding charging a violation of a federal or state
securities law or regulation?
iii.
Any other criminal action or investigation?
iv.
Representative actions, class actions, or derivative suits (exclude your personal
involvement in consumer related class actions)?
v.
A formal administrative or regulatory action by any regulatory agency or self-regulatory
organization?
vi.
Any bankruptcy, receivership, or insolvency action or proceeding (or been subject to any
such action or proceeding)?
Have any punitive, exemplary, or extra-contractual compensatory damages been sought,
awarded, paid or made part of a settlement agreement that has been entered into within the past
five years in connection with any business activity in which you were involved4?
Have you, or an organization over which you exercised control3 (excluding New York Life, its
subsidiaries and joint ventures) at any time in the past:
4 “Involved”
for purposes of Question 11 does not include acting solely as an attorney, representative, or witness in a proceeding on behalf of New York
Life Insurance Company, its subsidiaries and joint ventures.
4
Been convicted of or pleaded guilty or nolo contendere (“no contest”) in a domestic, foreign,
or military court to: (a) any misdemeanor (or its equivalent offense) involving insurance,
securities, commodities, banking, real estate, or any other investment-related business or
activity (collectively referred to as “investment-related activity”); fraud, false statements, or
omissions; wrongful taking of property; bribery; perjury; forgery; counterfeiting; extortion; or
a conspiracy to commit any of these offenses or (b) any felony (or its equivalent offense)?
ii.
Been charged with any misdemeanor specified above in question 11.c.i, or any felony?
iii.
Been found by any domestic or foreign court in a civil action or alternative dispute resolution
proceeding, or by any state or federal governmental authority or agency, self-regulatory
organization, or any foreign financial regulatory authority5 to have violated, or been involved
in a violation of, any law, rule or regulation involving any investment-related activity, fraud,
false statements or omissions, wrongful taking of property, or unethical behavior?
iv.
Been permanently or temporarily enjoined by any domestic or foreign court, state or federal
governmental authority or agency, or self-regulatory organization from engaging in any type
of business practice or activity (including, but not limited to, any investment-related
activity)?
v.
Had an action dismissed pursuant to a consent order or decree, or entered into a
settlement agreement, in any domestic or foreign criminal, civil, administrative, or regulatory
proceeding brought against you, or an entity over which you exercised control3, (excluding
New York Life, its subsidiaries, or its joint ventures) which was associated with any
investment-related activity?
Are you or, based upon the activities that occurred while you exercised control3 over it, is any
entity currently the subject of a pending criminal or regulatory proceeding, which has not been
disclosed to the Office of the General Counsel?
Has any state or federal governmental authority or agency, or self-regulatory organization (including, but not
limited to, the Securities and Exchange Commission, the Commodity Futures Trading Commission, or the
FINRA), or any foreign financial regulatory authority5 ever:
i.
d.
e.
Found you to have been involved4 in a violation of its rules or a cause of an investmentrelated business having its authorization to do business denied, suspended, revoked or
restricted?
ii.
Imposed a civil money penalty on you, or ordered you to cease and desist from any activity,
or have you entered into or been subject to a memorandum of understanding or similar
written agreement with any such governmental or regulatory authority, agency, or
organization?
iii.
Disciplined you by expelling or suspending you from membership, barring or suspending
you from association with other members, or otherwise restricting your activities?
iv.
Denied, suspended, or revoked your registration or license or otherwise prevented you, by
order, from associating with an investment-related business or restricted your activity?
v.
Imposed a final order on you based on a violation of any laws or regulations that prohibit
fraudulent, manipulative, or deceptive conduct?
In connection with your activities as an employee of the Company, have you ever:
i.
Engaged in or observed the receipt, in a single transaction, of cash in excess of $10,000 or
a combination of cash equivalents (e.g., bank drafts, cashier’s checks, money orders or
traveler’s checks) each of which was less than $10,000, but which together totaled more
than $10,000, whether the money came from a legal or illegal source, which was not
reported to the Company or to appropriate authorities (referred to as the “cash reporting
requirement”)?
ii.
Observed a series of transactions that appeared to be structured to avoid the cash
reporting requirement by breaking down a single sum of cash that exceeded $10,000 into
smaller amounts and then engaging in multiple (related or unrelated) transactions, each
below $10,000, which was not reported to the Company or to appropriate authorities?
i.
f.
“Foreign Financial Regulatory Authority” includes a foreign securities authority; any other governmental body or foreign equivalent of a self-regulatory
organization empowered by a foreign government to administer or enforce its laws related to the regulation of ‘investment-related activity’ (as defined in
Question 11c(i)); or a membership organization, a function of which is to regulate the participation of its members in ‘investment-related activity’ (as
defined).
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5
g.
h.
i.
j.
Have you, in connection with the purchase or sale of securities for your own account, or for an
account over which you had the authority to cause the purchase, sale or other disposition of the
securities in such account, traded while in possession of material, non-public information
concerning any issuer of securities or disclosed such information to any other person for other
than a legitimate business purpose?
Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any
entity controlled3 by you (excluding New York Life, its subsidiaries and joint ventures) ever been
revoked or suspended?
Are you now the subject of any investigation or formal administrative or civil action initiated by a
governmental agency, self-regulatory organization, or foreign financial regulatory authority5, or a
criminal information or indictment that could result in a "yes" answer to any part of this Question
11?
Are you an appointed officer, director or manager of Eagle Strategies Corp., Eclipse Funds,
Eclipse Funds Inc., Institutional Capital LLC, MacKay Shields LLC, MainStay VP Series Fund Inc.,
McMorgan & Company LLC, McMorgan Funds Inc., New York Life Investment Management LLC,
New York Life Trust Company FSB, NYLCAP Manager LLC or The MainStay Funds?
(If you answered “yes” to the question (11j) above, please answer the following question)
Within the past ten years, based on events that occurred while you exercised control3 over it, has
any entity (other than New York Life, its subsidiaries and joint ventures) been subject to a federal
bankruptcy, state insolvency or receivership (including SIPC receivership) proceeding or made a
compromise with creditors?
(If you answered “yes” to any of the above questions, please provide details on Page 8.)
Interlocks with other Financial Institutions
Yes
12.
No
Are you currently an executive officer, trustee, director, branch manager, or representative serving in
any such capacities of a nonaffiliated depository institution or depository holding company,
including a savings association, savings bank, bank, commercial bank, co-operative bank, trust
company, bank holding company, savings and loan holding company, building and loan association,
homestead association, industrial bank, credit union, or an “affiliate” of any such entities (collectively,
“Depository Organization”)?
(If you answered “yes” please provide the requested information on Page 8)
(The term “affiliate” means a person or entity that directly or indirectly through one or more intermediaries’ controls3, or is
controlled3 by, or is under common control3 with, the person or entity specified.)
Registered Representatives, Investment Advisors and Investment Advisory Representatives
13.
a.
Are you a Registered Representative of NYLIFE Securities (“NYLSEC”)
or NYLIFE Distributors LLC (“NYLDIST”)
b.
Are you an Investment Advisory Representative (“IAR) of NYLIM, MacKay Shields LLC, Eagle
Strategies Corp., Institutional Capital LLC, McMorgan & Company LLC, NYLCAP Manager LLC or
New York Life Trust FSB
c.
Are you a Registered Representative or IAR of any other entity or are you personally registered
as an investment advisor with the SEC or any state or jurisdiction?
Yes
No
Yes
No
(If you answered “yes” to any of the questions 13a-c above, please answer the following questions.)
i.
Specify the name(s) of the broker-dealer(s) or investment advisor(s):
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ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
Have you participated in any way in the distribution or marketing of any securities products other than
those distributed through NYLSEC or NYLDIST (e.g., limited partnerships, promissory notes, etc.)?
Are you, for a referral fee, recommending customers to unaffiliated firms engaged in the business of
providing investment management, brokerage, or similar services?
Are you a sponsor or participant in an association of persons formed to invest in securities, (e.g.,
investment club)?
Have you or has any person which you have given such information purchased or sold any securities or
any other property, real or personal, on the basis such information was known to the Company, its
affiliates or any of its employees, but not made available to the general public?
Are you the subject of a consumer initiated investment related legal proceeding or written complaint?
Have you or any member of your household received, either directly or indirectly, any payments, gifts
services, loans, promises of future benefits, or other remuneration from any broker dealer other than
NYLSEC or NYLDIST, any issuer of securities, any unaffiliated service provider to NYLSEC or
NYLDIST or any customer of NYLSEC or NYLDIST?
Have you participated in the purchase of securities in a transaction not involving a public offering
without obtaining prior approval from the Compliance Department?
If you are a Registered Representative of NYLSEC do you have any brokerage accounts that were not
disclosed, via written disclosure, to either New York Life as a covered person under the Company’s
Insider Trading Firewall Procedures (via the Corporate Compliance Department) or to NYLSEC (via
IPS) as a Registered Representative?
If the above answer to question 13 ix is “No,” have there been updates to your prior disclosure,
including but not limited to, changes in account status or additional accounts opened that were not
provided to the appropriate area of the Company?
(Please provide complete details for any “yes” answer on Page 8.)
Certifications
I understand that in all its operations, it is against Company policy for any employee to cause its books and records to be
inaccurate in any way. (Examples would include creating any records that do not accurately reflect the true and complete
nature of the transaction; or submitting expense account reports that do not accurately reflect the true nature of the expense.)
I confirm that I have not intentionally withheld, misrepresented, manipulated, or altered any reports or financial filings, or other
information to deceive any readers including, but not limited to, Company management, regulatory agencies, any auditors, or
others.
I hereby certify that, to the best of my knowledge and belief, the foregoing answers, including the details of any affirmative
responses made herein, are true and complete and that I shall update these answers promptly with an amended written
response as circumstances change during the year. Please contact John O’Byrne (at 212-576-6556) with respect to any
updates.
I further acknowledge that I have an absolute duty to report misconduct. (Employees must report allegations of misconduct, or
any ethical concerns, to their supervisor or to the Corporate Office of Business Conduct by calling on 212-576-6556. The
Corporate Ombudsperson, 212-576-7236, provides a channel for employees to raise and discuss known or suspected illegal
or unethical business conduct without fear of reprisal. Good faith concerns regarding accounting, internal controls or auditing
matters also may be reported anonymously to the Audit Committee through the Office of the Secretary by calling 212-5764489 or 1-800-695-4469.)
I further acknowledge that I am obligated to follow the procedures contained in Integrity, and to cooperate with any
investigations or audits of the Company’s operations.
I further acknowledge that if I fail to follow the Company’s policies and procedures, that I may be subject to disciplinary action,
up to and including termination of employment. (The Company has the right to terminate an employee for an act of
misconduct without a warning.)
I hereby certify that: 1) I have read and understand Integrity - Standards of Business Conduct (“Integrity”) regarding, among
other issues, conflicts of interest and compliance with domestic and foreign laws; 2) I have complied with Integrity and the
procedures prescribed by the Company, its subsidiaries or joint ventures in furtherance of Integrity; (I understand that, where
the subsidiary or joint venture policy may differ in some respects, that the applicable subsidiary’s or joint venture’s policy
requirements will govern my conduct); and 3) I understand that any questions regarding any law or regulation should be
directed immediately to the Office of the General Counsel.
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Signature: _________________________________
Date: _______________________
Additional Information related to “Yes” responses:
Question 1.
Name of Entity:
Nature of Business:
Position Held:
Period Position Held:
Is the organization for profit? Yes_____ No_____
Is the organization a public company? Yes_____ No______
Question 2.
Question 3.
Question 4.
Name of Person or Payor:
Nature of Transaction:
Amount and Date Paid, Provided or Received:
Question 5.
Jurisdiction:
Name, Title and Agency of Governmental Employee:
Nature, Value & Date of Gift Or Entertainment:
Question 6.
Jurisdiction:
Name, Title and Agency of Governmental Employee:
Nature, Purpose and Date of Contact:
Question 7.
Name of Party:
Amount or Value:
Reason/Date:
Question 8.
Question 9.
Question 10.
Question 11.
Question 12.
Name of Entity:
Location of Entity:
Position Held:
8
Period Position Held:
Question 13.
K:\Conflicts of Interest\Questionnaires\2007\Conflict of Int Q reformatted.doc
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