EXHIBIT 14.0 - CODE OF ETHICS
J&J SNACK FOODS CORP.
(THE ''CORPORATION'')
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER,
PRINCIPAL FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER
OR CONTROLLER, OR PERSONS PERFORMING SIMILAR FUNCTIONS AND
OTHER DESIGNATED OFFICERS AND EMPLOYEES
I. Covered Officers/Purpose of the Code
This code of ethics (this ''Code'') for the Corporation
applies to principal executive officer, principal financial
officer, principal accounting officer or controller, or
persons performing similar functions or other designated
officers and employees of the Corporation and its subsidiaries
(collectively, the ''Covered Officers'' each of
whom is set forth in Exhibit A) for the purpose of
promoting:
. honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of
interest between personal and professional
relationships;
. full, fair, accurate, timely and understandable
disclosure in reports and documents that a
registrant files with, or submits to, the
Securities and Exchange Commission (''SEC'') and in
other public communications made by the
Corporation;
. compliance with applicable laws and governmental
rules and regulations;
. the prompt internal reporting of violations of
the Code to an appropriate person or persons
identified in the Code; and
. accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of
business ethics and should be sensitive to situations that
may give rise to actual as well as apparent conflicts of
interest.
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II. Covered Officers Should Handle Ethically Actual and
Apparent Conflicts of Interest
Overview. A ''conflict of interest'' occurs when a
Covered Officer's private interest interferes with the
interests of, or his service to, the Corporation. For
example, a conflict of interest would arise if a Covered
Officer or a member of his family, receives improper
personal benefits as a result of his position in the
Corporation.
The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep
in mind that these examples are not exhaustive. The
overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the
interest of the Corporation.
* * * *
Each Covered Officer must:
. not use his personal influence or personal
relationships improperly to influence investment
decisions or financial reporting by the
Corporation whereby the Covered Officer would
benefit personally to the detriment of the
Corporation;
. not cause the Corporation to take action, or fail
to take action, for the individual personal
benefit of the Covered Officer rather than for
the benefit of the Corporation; and
. not use material non-public knowledge of
portfolio transactions made or contemplated for
the Corporation to trade personally or cause
others to trade personally in contemplation of the
market effect of such transactions.
There are some conflict of interest situations that
should be discussed with the Corporation's Chairman of the
Audit Committee (the ''Chairman''). Examples of these include: (1)
(1) Any activity or relationship that would present a
conflict for a Covered Officer would likely also
present a conflict for the Covered Officer if a member
of the Covered Officer's family engages in such an
activity or has such a relationship.
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. service as director on the board of any public or
private company;
. the receipt of any non-nominal gifts from any
person or company with which the Corporation has
current or
. prospective business dealings. For purposes of
this Code, ''non-nominal'' are those gifts in
excess of the current National Association of
Securities Dealers limit of $100;
. the receipt of any entertainment from any company
with which the Corporation has current or
prospective business dealings, unless such
entertainment is business-related, reasonable in
cost, appropriate as to time and place, and not
so frequent as to raise any question of
impropriety;
. a direct or indirect financial interest in
commissions, transaction charges or spreads paid
by the Corporation for effecting portfolio
transactions or for selling or repurchasing
shares other than an interest arising from the
Covered Officer's employment, such as
compensation or equity ownership.
III. Disclosure & Compliance
. each Covered Officer should be familiar with the
disclosure requirements generally applicable to
the Corporation;
. each Covered Officer should not knowingly
misrepresent, or cause others to misrepresent,
facts about the Corporation to others, whether
within or outside the Corporation, including to
the Corporation's directors and auditors, and to
governmental regulators and self-regulatory
organizations;
. each Covered Officer should, to the extent
appropriate within his area of responsibility,
consult with other officers and employees of the
Corporation and the Corporation's adviser or
subadviser with the goal of promoting full, fair,
accurate, timely and understandable disclosure in
the reports and documents the Corporation files
with, or submits to, the SEC and in other public
communications made by the Corporation; and
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. it is the responsibility of each Covered Officer
to promote compliance with the standards and
restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
. upon adoption of the Code (or thereafter as
applicable, upon becoming a Covered Officer),
affirm in writing to the Board that he has
received, read, and understands the Code;
. annually thereafter affirm to the Board that he
has complied with the requirements of the Code;
. not retaliate against any employee or Covered
Officer or their affiliated persons for reports
of potential violations that are made in good
faith;
. notify the Chairman promptly if he knows of any
violation of this Code. Failure to do so is
itself a violation of this Code, and
. report at least annually any change in his
affiliations from the prior year.
The Chairman is responsible for applying this Code to
specific situations in which questions are presented under
it and has the authority to interpret this Code in any
particular situation. However, notwithstanding the
foregoing, the Audit Committee (the ''Committee'') is
responsible for granting waivers and determining sanctions,
as appropriate, and any approvals, interpretations or
waivers sought by a Covered Officer will be considered by
the Committee.
The Corporation will follow these procedures in
investigating and enforcing this Code:
. the Chairman will take any action he considers
appropriate to investigate any actual or
potential violations reported to him;
. if, after such investigation, the Chairman
believes that no violation has occurred, the
Chairman shall meet with the person reporting the
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violation for the purposes of informing such
person of the reason for not taking action;
. any matter that the Chairman believes is a
violation will be reported to the Committee;
. if the Committee concurs that a violation has
occurred, it will inform and make a
recommendation to the Board, which will consider
appropriate action, which may include review of,
and appropriate modifications to, applicable
policies and procedures; or dismissal of the
Covered Officer as an officer or employee of the
Corporation;
. the Committee will be responsible for granting
waivers, as appropriate; and
. any changes to or waivers of this Code will, to
the extent required, be disclosed as provided by
SEC rules.
The Committee, in determining whether waivers should
be granted and whether violations have occurred, and the
Chairman, in rendering decisions and interpretations and in
conducting investigations of potential violations under the
Code, may, at their discretion, consult with such other
persons as they may determine to be appropriate, including,
but not limited to, counsel to the Corporation, independent
auditors or other consultants, subject to any requirement
to seek pre-approval from the Corporation's Committee for
the retention of independent auditors to perform
permissible non-audit services.
V. Waivers
A Covered Officer may request a waiver of any of the
provisions of this Code by submitting a written request for
such waiver to the Committee setting forth the basis for
such request and explaining how the waiver would be
consistent with the standards of conduct described herein.
The Committee shall review such request and make a
determination thereon in writing, which shall be binding.
In determining whether to waive any provisions of this
Code, the Committee shall consider whether the proposed
waiver is consistent with honest and ethical conduct.
The Chairman shall submit an annual report to the Board
regarding waivers granted.
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VI. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the
Corporation for purposes of Section 406 of the Sarbanes-
Oxley Act and the rules and forms applicable to it
thereunder.
VII. Amendments
Any amendments to this code, other than amendments to
Exhibit A, must be approved or ratified by a majority vote
of the Corporation's board, including a majority of
independent directors.
VIII. Confidentiality
All reports and records prepared or maintained pursuant to
this Code will he considered confidential and shall be
maintained and protected accordingly. Except as otherwise
required by law or this Code, such matters shall not be
disclosed to anyone other than the Board and its counsel,
or independent auditors or other consultants referred to
in Section IV above.
IX. Internal Use
The Code is intended solely for the internal use by the
Corporation and does not constitute an admission by or on
behalf of any person, as to any fact, circumstance, or
legal conclusion.
Date: December 1, 2003
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Exhibit A
(as December 1, 2003)
Principal Executive Officer: Gerald Shreiber
Principal Accounting Officer or person performing similar
functions: Dennis G. Moore
Other Designated Officers and Employees:
Tom Weber Al Weber
Jack Manderbaugh Tony Wilburn
Frank Shreiber Cory Couch
Reggie Santos Russ Wylie
Bob Long Phil Heffelfinger
Chuck Chivis Tom Conley
Rich Bezila Tom Hunter
Wayne Childs Ed Townsend
Ray Lucier Tom Hunter
Ernest Fogle Helene Merrion
Frank Coy Henry Anderson
John Dubas Patricia Ford
John Lewandoski Deborah Fritchman
Scott Ambruster Paul Tames
Eric Bliss Andy Levin
Gerard Law Alan Murphy
Leong Chai Tan Jerry Lockridge
Alma Bickham Sergio Leal
Leroy Lovier Marco Poblano
Dan Fachner Kent Galloway
Rod Sexton Joe Boulanger
Rick Naylor Frank Fiorentino
Mark Winterhalter Susan Woods
David Lauder Debra McKeon
Debra Todd Kathleen Moeller
Roy McKenzie Jane Sommers
Gary Powell Brenda Whitman
Jeff Radanof John Paul
Paul Hirschman Harry Fronjian
Harry McLaughlin Thomas Couzens
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