Governance Documents

NYMT's primary business purpose is to manage a portfolio of investments that will deliver stable distributions to our stockholders over diverse economic conditions. In pursuing this purpose, we are committed to conducting our business in a manner consistent with the best practices of corporate governance.

One governing principle is that of simplicity and transparency. Simplicity in that we focus on what we do best: invest in liquid, high-quality mortgage loans and securities, mitigate earnings and book value volatility by managing interest rate risk and avoiding exotic or esoteric mortgage securities and derivatives structures. Transparency – the dissemination of operating and financial information to the public in order to form an informed opinion as to our performance – in order to earn the trust of our investors.

We maintain an ethical workplace in which the highest standards of professional conduct are practiced and applied to our customers, our employees and the investing public. In many cases, we have exceeded the minimum standards required by the SEC and other regulatory mandates. We would like to emphasize the following corporate governance facts:

• Our Board of Directors consists of a majority of independent directors.
• We have adopted a Code of Business Conduct and Ethics as well as Corporate Governance Guidelines in order to promote the highest standards of conduct and ethics in all our business activities and relationships by our employees, officers and directors.
• We have an Insider Trading Policy prohibiting any of our employees, officers or directors from buying or selling our stock on the basis of material nonpublic information and to prohibit the communication of material nonpublic information to others.
• We have established a corporate governance email address and a third-party, anonymous whistleblower hotline to address concerns and complaints regarding internal controls, auditing and compliance matters. Concerns and complaints can be submitted by calling our hotline at 866-265-3859 or by e-mail at [email protected].

Amendments or Waivers to Code of Conduct and Ethics (posted on December 10, 2013)

Code of Business Conduct and Ethics

The New York Mortgage Trust, Inc. (the "Company") is providing the below disclosure in satisfaction of the disclosure requirements under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Company's Code of Ethics applicable to its chief executive officer and chief financial officer by posting such information on our website.

On December 5, 2013, the Board of Directors of New York Mortgage Trust, Inc. (the "Company") approved an Amended and Restated Code of Business Conduct and Ethics (as amended, the "Code of Ethics"). Changes to the Company's Code of Ethics were primarily administrative changes or updates to better reflect the Company's current structure, business model, personnel and new corporate headquarters. Other changes to the amended Code of Ethics include an update to provide a more detailed description of the Company's discrimination and harassment policies and its confidentiality policy. A marked copy of the amended Code of Ethics reflecting the changes to the Company's prior Code of Business Conduct and Ethics is available for view immediately above this disclosure.