Exhibit p 2

NYLIM Holdings LLC

Code of Ethics

October 2015

Section 1             General Fiduciary Principles and Standards of Business conduct

This Code of Ethics (“Code”) has been adopted by New York Life Investment Management Holdings LLC’ (“NYLIM Holdings”) and certain of its divisions and subsidiaries (collectively, “New York Life Investments” or the “Company”)¹ and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”). The Company has delegated administration and enforcement of this Code to New York Life Investments Compliance (the “Compliance Department”).

Pursuant to Section 206 of the Advisers Act, both the Company and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this principal involves more than acting with honesty and good faith alone. It means that the Company has an affirmative duty of utmost good faith to act solely in the best interest of its clients. The Company is committed to promoting the highest ethical standards and practices while pursuing its business interests.

The Code is designed to ensure that Employees comply with all applicable federal securities laws. It is based upon the principle that the Company and its employees owe a fiduciary duty to our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm, (iii) making any untrue statement, omitting a material fact, or otherwise being misleading, including the use or misuse of false rumors or (iv) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

Each employee has an obligation to make prompt and full disclosure of any situation which may involve a conflict of interest. Potential conflicts that require disclosure include, but are not limited to, outside employment and material business relationships, outside directorships, gifts and entertainment, political activity, or any other arrangement or circumstance, including family or other personal relationships which might dissuade an Employee from acting in the best interest of the Company and its Clients. Employees shall promptly notify the Chief Compliance Officer (“CCO”) or Local Compliance Officer (“LCO”) of any violation potential violation of the Code.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Employees from liability for personal trading or other conduct that violates a fiduciary duty to our Clients.

Some provisions of the Code, particularly with respect to personal trading, only apply to Access Persons, as defined herein and do not apply to all Employees of the Company. Status as an Access Person will depend on a person’s specific title, functions, duties, activities, and access to information. See Section II for the definition of Access Persons.

¹ For purposes of this Code, “New York Life Investments” and the “Company” includes the following NYLIM Holdings entities: Cornerstone Capital Management Holdings LLC, Cornerstone Capital Management LLC, Madison Capital Funding LLC, MCF Capital Management LLC, NYLIM Service Company LLC, NYLIFE Distributors LLC, GoldPoint Partners LLC, New York Life Investment Management LLC, New York Life Investment Management (UK) Limited and the following New York Life Insurance Company subsidiaries: New York Life Trust Company and NYL Investors LLC. MacKay Shields LLC, Private Advisors, LLC, Institutional Capital LLC, Index IQ LLC, Candriam Belgium SA, Candriam S.A. (France), and Candriam Luxembourg S.A . all direct or indirect subsidiaries of New York Life Insurance Company, administer their own Codes of Ethics.

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Employees are also required to adhere to the policies relating to the Code including: Insider Trading and Information Barrier Policy, Conflicts of Interest Policy, Gift and Entertainment Policy, Mutual Fund Selective Disclosure Policy, Personal Political Contributions Policy, and Integrity – Standards of Business Conduct Policy² (“Related Policies”). These Related Policies have been distributed separately from this Code.

Section 2         Definitions

Access Person - shall have the same meaning as set forth in Rule 204A-1 of the Advisers Act andshall include:

- All officers (defined as Managing Director and above) or directors of New York Life Investments;

- any “Supervised Person” of New York Life Investments who has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any Affiliated Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.

Affiliated Fund - The MainStay Group of Funds.

Automatic Investment Plan –regular periodic purchases (or withdrawals) that are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

Beneficial Ownership - shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder. A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person. A person also has a beneficial interest in securities held: (i) by a trust in which he or she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; or (vi) by a holding company that he or she controls.

Buy or Sell Order - an order placed with a broker to buy or sell a security.

² In certain instances, NYLIC’s Code of Conduct may differ. However, in these cases, employees subject to this Code must meet the requirements of this Code and their firm’s related policies.

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Cashless Exercise - Transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.

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

Covered Security - means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include:

- direct obligations of the U.S. Government;

- bankers’ acceptances;

- bank certificates of deposit;

- commercial paper;

- high quality short-term debt instruments, including repurchase agreements;

- shares issued by open-end mutual funds; and

- interests in qualified state college tuition programs (“529 Plans”).

Discretionary Managed Account – an account managed on a discretionary basis by a person other than such Employee over which an Employee has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein.

Dividend Reinvestment Plan (DRIPs) – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

Employee - any person employed by New York Life Investments. Temporary employees and outside consultants who work on-site at New York Life Investments and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of securities in portfolios managed by the Company may be subject to this Code, as determined by New York Life Investments Compliance.

Employee Stock Option Plan – Contracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.

Employee Stock Purchase Plan (ESPP) - An organized plan for employees to buy shares of their company’s stock.

Exchange Traded Fund – An exchange-traded fund, or ETF, represents shares of ownership in a fund, unit investment trust, or depository receipts that hold portfolios of common stocks that are included in a selected index, either broad market, sector or international.

Federal Securities Laws - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

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Front Running - 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.

Immediate Family - any of the following relatives: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships sharing the same household. The term also includes any related or unrelated individual who resides with, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

Initial Public Offering - 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.

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

Investment Club - 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.

Investment Personnel - Employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for Client Accounts (i.e., portfolio managers, traders and analysts).

New York Life Investments - includes the following NYLIM Holdings entities: Cornerstone Capital Management Holdings LLC, Cornerstone Capital Management LLC, Madison Capital Funding LLC, MCF Capital Management LLC, NYLIM Service Company LLC, NYLIFE Distributors LLC, GoldPoint Partners LLC, New York Life Investment Management LLC, and , New York Life Investment Management (UK) Limited as well as the following New York Life Insurance Company subsidiaries: NYL Investors LLC and New York Life Trust Company.

Non-Access Person – employees that do not fall into the definition of Access Person.

Private Placement - 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.

Reportable Fund: an investment company advised or subadvised by the Company and any investment company whose investment adviser or principal underwriter is controlled by or under common control with the Company. See Exhibit H for a list of Reportable Funds.

Restricted List – a listing of securities maintained by the CCO or LCO in which trading by Access Persons is generally prohibited.

Registered Representative - an Employee who is registered as such with a member firm of the Financial Industry Regulatory Authority (“FINRA”).

Scalping- 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.

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Supervised Person – An adviser’s supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control.

Section 3             Personal Investing Activities - RESTRICTIONS AND Monitoring Procedures

3.1 General Policy –All Employees

The Company has adopted the following principles governing personal investment activity which apply to all Employees:

- All personal securities transactions will be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;

- Employees may not engage in Insider Trading;

- Employees must not take inappropriate advantage of their positions;

- The interests of Client accounts will at all times be placed first (no Front Running or Scalping);

- Active trading is discouraged. While there is currently no 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 it is believed to be in the best interest of the Company or its Clients;

- No personal trades may be effected through the Company’s traders;

- No Employee shall purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same Affiliated Fund within 30 days. The 30-day holding period is measured from the time of the most recent purchase of shares of the relevant Affiliated Fund by the Employee. This applies to all Affiliated Funds, including shares owned through a 401(K) plan or similar account, or through a variable insurance product. It does not apply to purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program, or transactions in money market funds.

3.2 Additional Requirements for Access Persons and Investment Personnel

If you are designated an Access Person because of your position in the Company or your access to information regarding Client information, you are subject to the following additional requirements.

3.2.1 Preclearance of Covered Securities

Preclearance of personal securities transactions allows the Company to prevent certain trades that may conflict with Client trading. Each Access Person must submit their requests through the employee preclearance system (the “iTrade System”) via the Company’s Intranet. Automated feedback will be provided to the Employee as to whether the request is approved or denied.

In the event that the iTrade System is unavailable, Access Persons must send a request via electronic mail to the Compliance Department, including the information contained in the hardcopy Preclearance Form (Exhibit C) and receive approval prior to completing any transaction in Covered Securities. The Compliance Department will provide approval or denial via electronic mail. The authorization given through the iTrade System or by the Compliance Department is effective for the calendar day that the request was submitted and ultimately approved. If your transaction is not executed on that same day, a new request must be submitted.³

³ For employees of New York Life Investments International Ltd. and New York Life Investment Management (UK) Limited only, authorization given through the iTrade System or by the Compliance Department is effective until the close of local markets on the next business day.

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3.2.2 Sixty Day Holding Period

Access Persons may not profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within sixty calendar days. The 60-day holding period is measured from the time of the most recent purchase of shares of the relevant Covered Security by the Employee. Violations may result in, among other things, 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.

Notwithstanding the above, an Access person who receives a grant of options through an Employee Stock Option Plan, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, but only after obtaining approval from the Compliance Department.

3.2.3 Trading /Black-Out Period

Access Persons may not purchase or sell a Covered Security on a day when there is a Buy or Sell Order for a Client. Access Persons deemed Investment Personnel are further restricted to Black-Out Periods. Investment Personnel may not purchase or sell a Covered Security if any purchase or sale of such securities has been made for a Company Client account in the prior seven calendar days or can reasonably be anticipated for a Company Client account in the next seven calendar days.

3.2.4 Exceptions to Trading/Blackout Period

Exceptions may be granted to the black-out period set forth in paragraph 3.2.3 above on days when there is no Buy or Sell order for a Client of the Company and the transaction involves one of the following:

(i) Securities in the Russell 1000 Index – 2,000 shares or less;

(ii) Securities NOT in the Russell 1000 Index –

a. Securities with market cap greater than $5 billion – 500 shares or less, or

b. Securities with market cap less than $5 billion - the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization.

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3.2.5 Other Exceptions

Requirements pertaining to Sections 3.21 through 3.24 do not apply to transactions:

- by employees of the New York Life Insurance Company who are directors of New York Life Investments or certain other designated departments or persons, who do not have access to information about the Company’s purchases and sales of securities;

- in Discretionary Managed Accounts provided the employee provides the Compliance Department with a copy of the fully executed investment management agreement which provides for the investment advisor’s complete discretion and control over the account, and provided the employee (and his/her investment advisor) certifies that he/she will not have any direct or indirect influence or control over the account (see Exhibit G);

- that are non-volitional in nature: e.g., stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers;

- in Automatic Investment Plans such as DRIPs, ESPPs or similar accounts;

- in Exchange Traded Funds (“ETFs”) representing shares of a broad-based market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s;

- in securities that are not “Covered Securities”;

- in government-sponsored enterprises fixed income securities (e.g., FNMA, FHLMC);

- in municipal (“muni”) bonds; or

- in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.

3.3 Initial Public Offerings and Private Placements

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 or a Private Placement except with the express written prior approval of the CCO (See Exhibit D).

3.4 Restricted List

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

3.5 Options

It shall be prohibited for Investment Personnel to trade in options with respect to individual securities covered under this Code. Transactions in index options effected on a broad-based index are permitted

3.6 Investment Clubs

Access Persons and members of their Immediate Family may not participate in Investment Clubs. In certain limited instances, exceptions may be granted on a case-by-case basis.

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                Section 4         Recordkeeping and Reporting Requirements

4.1 Initial Securities Holdings and Account Reports

Access Persons shall, no later than 10 days after becoming an employee, submit an initial holdings and account report and certification (Exhibit E –Access Persons). The holdings information presented in this report must be current as of 45 days prior to employment. Access Persons must also disclose all broker, dealer or bank accounts in which any Covered Securities, Affiliated Fund shares, or Reportable Fund shares are held. See Exhibit H for a list of Reportable Funds.

At time of hire, Non-Access Persons are required to disclose all broker, dealer or bank accounts in which any Affiliated Fund shares or Reportable Fund shares are held (Exhibit E –Non-Access Persons). See Exhibit H for a list of Reportable Funds.

Additionally, each new Employee shall file an “Acknowledgement of Receipt of the Code of Ethics and Related Policies” (Exhibit A).

4.2 Quarterly Reporting

Access Persons must, no later than 30 calendar days following quarter end, certify to all transactions in any Covered Security and Affiliated Funds or, alternatively, must confirm that there were no such transactions in the applicable quarter. Employees must complete this requirement electronically through the iTrade System via the Company’s Intranet. In the event that the iTrade System is unavailable, Access Persons shall file a “Quarterly Transactions Report” (Exhibit F).

4.3 Annual Reporting

No later than January 30^th each year: (i) all Employees must file an annual certification indicating that the Employee has complied with the Code and Related Policies and (ii) Access Persons must also file an annual holdings report and certify to their brokerage accounts as of year-end. Employees must complete these requirements through the iTrade System.

4.4 Opening of Brokerage Accounts

Access Persons shall promptly notify the Compliance Department of any new account opened with a broker, dealer or bank including Discretionary Managed Accounts. Access Persons must provide the Compliance Department with sufficient information so that Compliance can arrange for duplicate confirmations and accounts statements to be mailed to the Compliance Department at the following address:

New York Life Investments

169 Lackawanna Avenue

P.O. Box 424

Parsippany, New Jersey, 07054-0424

Attn: Compliance Department

Non-Access Persons are only required to notify the Compliance Department of any new accounts opened with a broker, dealer or bank in which Affiliated Fund shares or Reportable Fund shares are held.

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4.5 New York Life Investments Recordkeeping

The Company is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Employees have direct or indirect Beneficial Ownership.

The Compliance Department maintains 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, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Access Persons for a minimum period of eight years. Acknowledgements of the Code will be maintained for eight years after the individual ceases to be an Employee.

4.6 Personal Recordkeeping

Access Persons should maintain copies of their 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 Code, the transaction should be discussed in advance with the CCO or LCO.

Section 5          Administration

5.1 Mutual Fund Code of Ethics

Certain Employees 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. It has been determined that each Employee’s compliance with the Company’s Code will also satisfy the requirements of Rule 17j-1 of the Investment Company Act as well as any mutual fund that the Company presently advises or subadvises.

5.2 Sanctions and Review

Upon discovering a violation of the Code, the Company shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal etc.). Following those corrective efforts, the CCO may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate. The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, the reversal of trades, disgorgement of profits, suspension of trading privileges or, in more serious cases, inclusion in annual performance evaluations, suspension or termination of employment. It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance). In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

5.3 Review by CCO

On a quarterly basis, the CCO will provide the MainStay Mutual Funds Board with a report describing issues arising under the Code since its last report, including but not limited to information about material violations of the Code by Access Persons and sanctions imposed in response to such violations.

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5.4 Monitoring

The Company has delegated administration and enforcement of this Code to New York Life Investments Compliance. Compliance, utilizing the iTrade System and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code. Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

5.5 Acknowledgment and Training

Each Employee must certify initially and annually thereafter that he or she has read and understood, is subject to and has complied with the Code and its related polices. Each Employee must attend a Code of Ethics training session conducted by Compliance within a reasonable time of becoming an Employee.

5.6 Exceptions

The CCO may grant written exceptions to provisions of the Code in circumstances which present special hardship. 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 or Rule 204A-1.

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Exhibit p 3

EXHIBIT A

Acknowledgement of Receipt of the Code of Ethics and related policies

NYLIM Holdings LLC Code of Ethics

NYLIM LLC inside information and Information Barrier policy and procedures

NYLIM Conflicts of Interest Policy

NYLIM Holdings LLC gift & entertainment policy

policy and procedures concerning selective disclosure of mutual fund portfolio holdings

NYLIM Personal Political Contributions Policy

Integrity – Standards of Business Conduct

I hereby certify that I have received a copy of the New York Life Investment Management Holdings LLC Code of Ethics and other policies listed above, have read and am subject to the Code and these other policies, and understand the relevant requirements.

(Signature)     

Name and Title

Department

Date

Received By:

Name and Title

Department

Date

EXHIBIT B

Annual Certification of Compliance with the

NYLIM Holdings LLC Code of Ethics

NYLIM LLC inside information and Information Barrier policy and procedures

NYLIM Holdings LLC gift & entertainment policy

policy and procedures concerning selective disclosure of mutual fund portfolio Holdings

NYLIM Personal Political Contributions Policy

Integrity – Standards of Business Conduct

I hereby certify that I have received read and understood the Code and policies listed above. I further certify that I have complied with and will continue to comply with each of the provisions of the Code and policies to which I am subject.

(Signature)    

Name and Title

Department

Date

Received By:

Name and Title

Department

Date

EXHIBIT C

NEW YORK LIFE INVESTMENTS
Personal Securities Trading Preclearance Request Form

Employee Name

Broker

Brokerage Account #

Received by/Date Received

TRADES MUST BE MADE ON THE SAME DAY THAT APPROVAL IS RECEIVED.

DATE NAME OF
SECURITY # OF SHRS,
PRINCIPAL
AMOUNT, ETC. APPROX
PRICE SYMBOL
OR
CUSIP # SEC.
MKT.
CAP. PURCHASE/SALE   DIRECT
OWNERSHIP
(D)
FAMILY (F)
CONTROL
(C)
APPROVED
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 the Company) relating to the above referenced issuer(s);

(b) there are 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.

EXHIBIT D

New York Life Investments Holdings LLC

IPO/Limited Offering Preclearance Request Form

Employee Name and Title:

Are you a Registered Representative?* (YES or NO)

If yes, transaction must be approved by Distributors CCO also.

Are you a NYLIC Officer? (YES or NO)

If yes, please note that in order to invest in certain private funds, there are certain conditions

that may need to be satisfied under New York Insurance Law Section 1411(e) in order to make the investment due to insurance law restrictions. Compliance, with the assistance of OGC, will review these restrictions prior to approving your investment.

______ Proposed investment in an Initial Public Offering (“IPO”)¹

Name of Security:

Estimated Quantity:

Estimated Trade Date:

Estimated Price:

Broker/Dealer (if any):

Brokerage Account Number:

I represent that my trading in this investment is not based on material non-public information.

______ Proposed investment in a limited offering (i.e. private placement, hedge fund, etc.)

Estimated Date of Transaction:
Name of Private Investment Entity: *Please provide copy of Offering Memorandum
Transaction:	Initial Purchase    _______    Additional Purchase_________
Amount of Transaction (USD$, number of shares, units, interest, etc.):
Conflicts Review:
Is this Private Fund a fund that is managed or sponsored by NYLIC or an affiliate of NYLIC?	Yes ________ No _________ If yes, and you are a NYLIC Officer, then you are prohibited from owning more than 5% of the fund. Compliance will confirm this prior to approving your investment, and will monitor it on an on-going basis.
How did you become aware of the opportunity to invest in this limited offering?
What is the nature of your relationship with the individual or entity offering the opportunity?
Are you investing with any special terms? (e.g.,  less than required minimum amount)
Are you aware of whether the Firm has any other business dealings with the sponsor or manager of this vehicle?

¹ Please note that your Broker/Dealer may have further restrictions on purchasing IPOs if you meet the Restricted Person definition under FINRA Rule 5130

EXHIBIT D (Cont.)

I understand that approval for limited offerings will only be in effect for 90 days from the date of the Chief Compliance Officer’s signature.

Employee Signature/Date

Approved/or Denied

CCO Signature/Date

NYLIFE Distributors CCO*  

EXHIBIT E- Access Persons

ACCESS PERSON INITIAL/ANNUAL SECURITIES HOLDINGS/ACCOUNT REPORT AND
CERTIFICATION

Name

Initial Report

Annual Report

As of the date appearing above, the following are each and every Covered Security¹ , Affiliated Fund, Reportable Fund, and securities account in which I have a direct or indirect “Beneficial Ownership” interest. 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 (including Discretionary Managed 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 Access Person has no direct or indirect influence or control.

    Name of Security/
Affiliated Fund/Reportable Fund
Exchange
Ticker
Symbol
 or CUSIP   Broker, Dealer or Bank
where Security
Held     No. of Shares
and Principal
Amount
Nature of Interest
(Direct Ownership,
Family Member, Control,
Etc.)

¹ Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations.

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

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, Affiliated Funds, and Reportable Funds 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 the Company in order to obtain statements and confirmations for my securities accounts. During this time, the Company will agree 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 the Company and the employee. Notwithstanding the foregoing, I understand however that the Company 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 New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by the Company in its commitment to ensure compliance with federal securities laws.

Employee Signature

Date of Submission

Received By/Date Received

EXHIBIT E –Non-Access Persons

NON-ACCESS PERSON INITIAL/ANNUAL ACCOUNT REPORT AND CERTIFICATION

Name

Initial Report

Annual Report

As of the date appearing above, the following are each and every securities account in which I have a direct or indirect “Beneficial Ownership” interest that holds Affiliated Funds and/or Reportable Funds. 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 (including Discretionary Managed 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:

Name of Broker, Dealer or Bank with which Account Is
Held Date Account Established Account Number

I certify that the securities accounts listed above are the only securities accounts in which I have a direct or indirect “Beneficial Ownership” interest that holds Affiliated Funds and/or Reportable Funds. I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by the Company in order to obtain statements and confirmations for my securities accounts. During this time, the Company will agree 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 the Company and the employee. Notwithstanding the foregoing, I understand however that the Company 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 New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by the Company in its commitment to ensure compliance with federal securities laws.

Employee Signature

Date of Submission

Received By/Date Received

EXHIBIT F

QUARTERLY TRANSACTIONS REPORT

Name

Quarter Ending

As of the date appearing above, the following are each and every transaction in a Covered Security, Affiliated Fund and Reportable Fund in which I have a direct or indirect “Beneficial Ownership” interest For a more complete definition of these terms, please consult the NYLIM Holdings LLC Code of Ethics. This report need not disclose transactions in Covered Securities and Affiliated Fund Shares in any account over which the Employee has no direct influence or control.

Name of Security/ Affiliated
Fund/Reportable
Fund Amount
(#
Shares
or
Principal
Amount)       Exchange
Ticker
Symbol or
CUSIP       Interest
Rate/
Maturity
Date (if
applicable) Trade
Date Nature of
Transaction
(Purchase,
Sale, Etc.) Price Nature of Interest
(Direct
Ownership,
Spouse, Control,
Etc.)       Firm Through Which Transaction Was Effected

If no transactions in Covered Securities, Affiliated Fund Shares or Reportable Fund Shares occurred, please insert “NONE” here:                

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

Employee Signature

Date of Submission

Received By/Date Received

EXHIBIT G

New York Life Investments Holdings LLC
Employee Certification – Third-Party Discretionary Managed Account(s)

I currently hold the position of _________________________at ______________________ (the “Firm”), and I am requesting an exemption from the pre-clearance and reporting requirements of the NYLIM Holdings LLC Code of Ethics with respect to the below listed account(s) for which I have retained a third-party manager with complete investment discretion.

Third Party Management Firm:

Name  and Contact Information of Financial Advisor:

Do you have any personal or family relationship with the Financial Advisor?  

Account Number(s):

I understand in making this request that I must agree/certify to the following:

· I have provided the Compliance Department with a copy of the fully executed investment management agreement.

· Such agreement provides for the manager’s complete discretion and control over the account.

· I will not have any direct or indirect influence or control over the account, including but not limited to:

o I will not suggest that the manager make any particular purchases or sales of securities;

o I will not direct the manager to make any particular purchases or sales of securities;

o I will not consult with the manager as to the particular allocation of specific investments

o I will not ask the manager about intended purchases or sales ahead of time;

o I will not participate in any manner in the manager’s specific investment decision-making.

· I will not engage in an initial public offering or private placement via the discretionary agreement.

· I will not discuss with my Financial Advisor any Firm related investment activity.

· I further understand that the Compliance Department will, upon receipt of all required information, seek approval from the Chief Compliance Officer and notify me of the decision.

· If for any reason it becomes necessary for me to become involved in the trading activity conducted by my Financial Advisor, I will notify the Compliance Department ahead of time.

· I will arrange for my Financial Advisor to provide promptly account statements upon request.

· To the best of my knowledge, I have provided the Compliance Department with all information relevant to this request; and I have not failed to disclose any relevant information concerning this request or concerning the discretionary managed account relationship.

· I agree to notify the Compliance Department immediately if there is any material change to the information set forth in this certification.

Employee Signature:                                  Date: ___________________

Print Name:

EXHIBIT G (Cont.)

Third-Party Investment Manager/Financial Advisor Certification

As a third-party investment manager (“Manager”), we certify that we will have full discretion over the account(s) listed below, and that Mr./Ms. ____________________ (the “Employee”) will not have any direct or indirect influence or control over the account(s), including but not limited to:

o The Employee will not suggest that the Manager make any particular purchases or sales of securities

o The Employee will not direct the Manager to make any particular purchases or sales of securities

o The Employee will not consult with the Manager as to the particular allocation of specific investments

o The Employee will not ask the Manager about intended purchases or sales ahead of time

o The Employee will not participate in any manner in the manager’s specific investment decision-making.

· We will provide copies of account statements to the Compliance Department promptly upon request in the future.

· We understand that the Employee is requesting an exemption from applicable Code of Ethics requirements pursuant to which the Employee will not be required to seek prior approval for or otherwise report securities transactions in the account(s).

· We agree to notify the Compliance Department immediately if there is any material change to the information set forth in this certification.

Signature: _________________________________________________
Date: ________________

Name/Title: _________________________________________________

Name of Firm: _______________________________________________

Account Number(s): ___________________________________________

Account Name(s): _____________________________________________

INTERNAL USE ONLY
Chief Compliance Officer:	Date:

EXHIBIT H

Reportable Funds

All employees must report all accounts that hold the following Reportable Funds:

· The MainStay Group of Funds

· ALPS Liberty All Star Growth Fundⁱ

· AXA Large Cap Core Managed Volatility Portfolioⁱⁱ

· First Trust High Income Long/Short Fundⁱⁱⁱ

· IQ Australia Small Cap ETF

· IQ Canada Small Cap ETF

· IQ Global Oil Small Cap ETF

· IQ Global Resources ETF

· IQ Global Agribusiness Small Cap ETF

· IQ Hedge Multi-Strategy Plus Fund

· IQ Hedge Multi-Strategy Tracker ETF

· IQ Hedge Macro Tracker ETF

· IQ Hedge Market Neutral Tracker ETF

· IQ Hedge Long Short Tracker ETF

· IQ Hedge Event Driven Tracker ETF

· IQ Leaders GTAA Tracker ETF (QGTA).

· IQ Merger Arbitrage ETF

· IQ Real Return ETF

· IQ U.S. Real Estate Small Cap ETF

· IQ 50 Percent Hedged FTSE International ETF

· IQ 50 Percent Hedged FTSE Europe ETF

· IQ 50 Percent Hedged FTSE Japan ETF

· Russell Investment Canada Limited Sovereign US Equity Poolⁱⁱ

· Russell Investment Management Company RIF Multi-Style Equity Fundⁱⁱ

· Russell Tax Exempt Bond Fundⁱⁱⁱ

· Russell Tax Exempt High Yield Bond Fundⁱⁱⁱ

· Russell US Dynamic Equity Fundⁱ

· Russell US Strategic Equity Fundⁱ

· Russell US Large Cap Equity Fundⁱⁱ

The 30-day holding period for The MainStay Group of Funds is monitored and enforced by the Compliance Department (see Section 3.1 of the Code). In all other cases, you are personally responsible for knowing and adhering to the holding periods (if any) that have been set forth by these Reportable Funds in their disclosure documents.

i Cornerstone Capital Management

ii ICAP

iii MacKay Shields