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:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o 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;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o 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:
o 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;
o 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;
o 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:
o service as a director on the board on any private company;
o the receipt of any gifts in excess of $50.00, in connection with the
management, operations, sale or distribution of the Fund;
o 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;
o 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;
o 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
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company;
o 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;
o 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
o 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:
o 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;
o annually thereafter affirm to the Board that he has complied with the
requirements of the Code; o 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
o 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:
o The Compliance Officer will take all appropriate action to investigate
any potential violations reported to him;
o if, after such investigation, the Compliance Officer believes that no
violation has occurred, the Compliance Officer is not required to take
any further action;
o any matter that the Compliance Officer believes is a violation will be
reported to the Audit Committee;
o 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;
o the Audit Committee will be responsible for granting waivers, as
appropriate; and
o 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_________________________________
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Exhibit A
Persons Covered by this Code of Ethics:
Terrence K.H. Lee Chief Executive Officer
Charlotte A. Meyer Chief Financial Officer
Terrence K.H. Lee Chief Executive Officer
Charlotte A. Meyer Chief Financial Officer