EX-99.Code Eth
FIRST PACIFIC MUTUAL FUND, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
First Pacific Mutual Fund, Inc.'s code of ethics (this "Code") for the
investment companies within the complex (collectively, "Funds" and each,
"Company") applies to the Company's Chief Executive Officer and Chief Financial
Officer (the "Covered Officer's each of whom are 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 Company;
* 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 conflict of interest.
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
Company. 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 with the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment Company
Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with the Company
because of their status as "affiliated persons" of the Company. The Company's
and the investment adviser's compliance programs and procedures are designed to
prevent, or identify and correct, violations of these provisions. This Code
does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Company and the investment adviser of which the Covered Officers
are also officers or employees. As a result, this Code recognizes that the
Covered Officers will, in the normal course of their duties (whether formally
for the Company or for the adviser, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
adviser and the Company. The participation of the Covered Officers in such
activities is inherent in the contractual relationship between the Company and
the adviser and is consistent with the performance by the Covered Officers of
their duties as officers of the Company. Thus, if performed in conformity with
the provisions of the Investment Company Act and the Investment Advisers Act,
such activities will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions of the Investment Company
Act and the Investment Advisers Act. 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 Company.
Each Covered Officer must:
* not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Company
whereby the Covered Officer would benefit personally to the detriment of
the Company;
* not cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Company;
* not use material non-public knowledge of portfolio transactions made or
contemplated for the Company 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 may be discussed with
Legal Counsel if material. Examples of these include:
* service as a director on the board on any private company;
* the receipt of any gifts in excess of $50.00, in connection with the
management, operations, sale or distribution of the Fund;
* the receipt of any entertainment from any company with which the Company
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 or impropriety;
* any ownership interest in, or any consulting or employment relationship
with, any of the Company's service providers, other than its investment
adviser, principal underwriter, administrator or any affiliated person
thereof;
* a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Company for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. Disclosure and Compliance
* Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company;
* each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about the Company to others, whether within or
outside the Company, including to the Company'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 Fund and
the adviser with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Fund files
with, or submits to, the SEC and in other public communications made by
the Fund; and
* 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 other Covered Officer or any employee of the
Fund or their affiliated persons for reports of potential violations that
are made in good faith; and
* notify the Audit Committee promptly if he knows of any violation of this
Code. Failure to do so is itself a violation of this Code.
The Compliance Officer 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 situations. However, any approvals
or waivers sought by the Covered Officer will be considered by the Audit
Committee.
The Fund will follow these procedures in investigating and enforcing this
Code:
* The Compliance Officer will take all appropriate action to investigate
any potential violations reported to him;
* if, after such investigation, the Compliance Officer believes that no
violation has occurred, the Compliance Officer is not required to take
any further action;
* any matter that the Compliance Officer believes is a violation will be
reported to the Audit Committee;
* if the Audit 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; notification to
appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss the Covered Officer;
* the Audit 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.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Fund for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Fund, the Fund's adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Fund and the investment adviser's and principal
underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act
and the adviser's more detailed policies and procedures set forth in the First
Pacific Securities, Inc. code of ethics are separate requirements applying to
the Covered Officers and others, are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent Directors.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code
will be 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 it counsel.
VIII. Internal Use
The Code is intended solely for internal use by the Fund and does not
constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.
Date:____July 23, 2003______________________
Exhibit A
Persons Covered by this Code of Ethics:
Terrence K.H. Lee Chief Executive Officer
Charlotte A. Meyer Chief Financial Officer
Exhibit A
Amended October 20, 2004
Persons Covered by this Code of Ethics:
Terrence K.H. Lee Chief Executive Officer
Nora B. Simpson Chief Financial Officer