OCM MUTUAL FUND
SARBANES-OXLEY
CODE OF ETHICS FOR THE PRINCIPAL EXECUTIVE OFFICER,
PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER
(ADOPTED AUGUST 7, 2003)
INTRODUCTION
OCM Mutual Fund (the "Fund") expects all of its officers to maintain
high ethical standards of conduct and to comply with applicable laws and
governmental regulations. Officers include, without limitation, the Fund's
principal executive officer, principal financial officer and principal
accounting officer) (the principal executive officer, principal financial
officer and principal accounting officer of the Fund are collectively referred
to herein as the "Senior Financial Officers"). (The Fund anticipates that most
of the time the Senior Financial Officers will consist of only one or two
persons.) In this regard, the Fund requires all of its officers, including the
Senior Financial Officers, to adhere to such other rules, codes and guidelines
as the Fund may adopt from time to time, including, without limitation, codes of
ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940
(collectively, the "Fund Guidelines").
To deter wrongdoing and to promote honest and ethical conduct,
compliance with applicable laws and regulations, avoidance of conflicts of
interest and full, fair, accurate, timely and understandable disclosure in the
Fund's public filings and communications, the Fund has approved this
Sarbanes-Oxley Code of Ethics to codify certain standards to which the Senior
Financial Officers will be held accountable and certain specific duties and
responsibilities applicable to the Senior Financial Officers. As the
professional and ethical conduct of the Senior Financial Officers is essential
to the proper conduct and success of the Fund's business, the Senior Financial
Officers must adhere to the standards, duties and responsibilities set forth in
this Sarbanes-Oxley Code of Ethics in addition to adhering to the Fund
Guidelines. To the fullest extent possible, the Fund Guidelines and this
Sarbanes-Oxley Code of Ethics should be read to supplement one another. If there
is a conflict between the Fund Guidelines and this Sarbanes-Oxley Code of
Ethics, then this Sarbanes-Oxley Code of Ethics will control.
CODE OF ETHICS
GENERAL STANDARDS
The Fund and the Fund's Board of Directors will hold each Senior
Financial Officer accountable for adhering to and advocating the following
standards to the best of his or her knowledge and ability:
A. Act in an honest and ethical manner, including in connection with
the handling and avoidance of actual or apparent conflicts of
interest between personal and professional relationships;
B. Comply with all applicable laws, rules and regulations of
federal, state and local governments (both United States and
foreign) and other applicable regulatory agencies (collectively,
the "Laws");
C. Proactively promote full, fair, accurate, timely and
understandable disclosure in reports and documents that the Fund
files with, or submits to, the Securities and Exchange Commission
(the "SEC") and in other public communications the Fund makes;
and
D. Proactively promote ethical and honest behavior within the Fund,
including, without limitation, the prompt reporting of violations
of, and being accountable for adherence to, this Sarbanes-Oxley
Code of Ethics.
SPECIFIC DUTIES AND RESPONSIBILITIES
In adhering to and advocating the standards set forth above, each
Senior Financial Officer shall fulfill the following duties and responsibilities
to the best of his or her knowledge and ability:
1. Each Senior Financial Officer shall handle all conflicts of
interest between his or her personal and professional
relationships in an ethical and honest manner, and shall disclose
in advance to the Audit Committee of the Fund's Board of
Directors ("Audit Committee") the relevant details of any
transaction or relationship that reasonably could be expected to
give rise to an actual or apparent conflict of interest between
the Fund and such Senior Financial Officer. The Audit Committee
shall thereafter take such action with respect to the conflict of
interest as it shall deem appropriate. It is the general policy
of the Fund that conflicts of interest should be avoided whenever
practicable. For purposes of this Sarbanes-Oxley Code of Ethics,
a "conflict of interest" will be deemed to be present when an
individual's private interest interferes in any way, or even
appears to interfere, with the interests of the Fund as a whole.
2. Each Senior Financial Officer will use his or her best efforts to
ensure the timely and understandable disclosure of information
that, in all material respects, is accurate, complete, objective
and relevant in all reports and documents the Fund files with, or
submits to, the SEC or in other public communications that the
Fund makes. As part of this undertaking, each Senior Financial
Officer will periodically consider the adequacy and effectiveness
of the Fund's "internal controls" and "disclosure controls and
procedures" (as such terms are defined or used in rules proposed
or adopted by the SEC).
3. Each Senior Financial Officer will use his or her best efforts to
ensure compliance in all material respects by such Senior
Financial Officer and the Fund with all applicable Laws.
4. Each Senior Financial Officer shall respect the confidentiality
of information acquired in the course of his or her work and
shall not disclose such information, except when the Senior
Financial Officer believes he or she is authorized or legally
obligated to disclose the information. No Senior Financial
Officer may use confidential information acquired in the course
of his or her work for his or her personal advantage.
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5. No Senior Financial Officer may take or direct or allow any other
person to take or direct any action to fraudulently influence,
coerce, manipulate or mislead the Fund's independent auditing
firm.
6. No Senior Financial Officer may engage the Fund's auditing firm
to perform audit or non-audit services without the Audit
Committee's (or its designee's) preapproval in accordance with
the Audit Committee's charter.
REPORTING VIOLATIONS
If any person believes that a Senior Financial Officer has violated
this Sarbanes-Oxley Code of Ethics or the Fund has or is about to violate a Law,
or a Senior Financial Officer believes that he or she is being asked to violate
this Sarbanes-Oxley Code of Ethics or any Law in the performance of his or her
duties for the Fund, then the matter should be promptly reported to the Audit
Committee. The Audit Committee will take appropriate steps to maintain the
confidentiality of the reporting person's identity, to the extent consistent
with the Fund's obligations to investigate and remedy the matter and, if
appropriate, to report the matter to government officials. Persons may report
violations of this Sarbanes-Oxley Code of Ethics on an anonymous basis. No
retribution will be taken against a person for reporting, in good faith, a
violation or suspected violation of this Sarbanes-Oxley Code of Ethics.
INTERPRETATION AND ENFORCEMENT
The Audit Committee is responsible for overseeing the interpretation
and enforcement of this Sarbanes-Oxley Code of Ethics. When the Audit Committee
considers any matter relating to this Sarbanes-Oxley Code of Ethics, it shall
act in executive session.
Each Senior Financial Officer will be held accountable for his or her
adherence to this Sarbanes-Oxley Code of Ethics by the Fund's Board of
Directors. A Senior Financial Officer's failure to adhere to this Sarbanes-Oxley
Code of Ethics will be subject to appropriate disciplinary action, ranging from
warnings to possible termination or removal.
Only the Audit Committee may waive or amend this Sarbanes-Oxley Code of
Ethics. All waivers and amendments of this Sarbanes-Oxley Code of Ethics must be
publicly disclosed in a manner that complies with the requirements of the SEC
and other applicable Laws.
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