FIRST FINANCIAL FUND, INC.
1680 38TH STREET - SUITE 800 - BOULDER, COLORADO 80301
TELEPHONE (303) 444-5483 FACSIMILE (303) 245-0420
EMAIL: SCMILLER@BOULDERFUNDS.NET
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
1. INTRODUCTION.
A. GENERAL PRINCIPLES. This Code of Ethics ("CODE") establishes rules of
conduct for "Principal Executive" and "Senior Financial" officers ("COVERED
OFFICERS") of the Boulder Total Return Fund, Inc. ("BTF"), Boulder Growth &
Income Fund, Inc. ("BIF"),and First Financial Fund, Inc. ("FF"), (collectively,
the "FUNDS"), and is designed to implement a high standard of business ethics
and sensitivity to situations that may give rise to actual as well as apparent
conflicts of interest.
B. APPLICABILITY. For purposes of this Code, the term "Covered Officer" shall
mean:
i.The Principal Executive, Principal Financial and officers of the
Funds, each of whom are set forth in EXHIBIT A (as amended from time
to time) for the purpose of promoting:
1. honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
2. 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 Funds;
3. compliance with applicable laws and governmental rules and
regulations;
4. the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
5. accountability for adherence to the Code.
2. ACTUAL AND APPARENT CONFLICTS OF INTEREST.
A. OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the Funds.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper or undisclosed personal benefits as a
result of his position with the Funds.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Funds and already are subject to conflict of interest
provisions contained 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 Funds
because of their status as "affiliated persons" of the Funds. The Funds' and the
Funds' investment advisers' (collectively, the "ADVISERS") compliance programs
and procedures are designed to prevent, or identify and correct, violations of
these provisions. This Code, however, does not and is not intended to repeat or
replace these other 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 a Fund and the Advisers 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 Funds or for the
Advisers, or for both), be involved in establishing policies and implementing
decisions that will have different effects on the Advisers and the Funds. The
participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Funds and the Advisers and is consistent
with the performance by the Covered Officers of their duties as officers of the
Funds. 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. In addition, it is recognized by the Funds' Boards
of Directors ("BOARDS") that the Covered Officers may also be officers of
employees of one or more other registered investment companies ("RICS") covered
by this or other codes.
Other conflicts of interest are covered by this Code, even if such
conflicts of interest are not subject to provisions in 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 fundamental principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Funds:
Each Covered Officer:
o Shall not use his personal influence or personal relationships
improperly to influence investment decisions or financial reporting by
the Funds whereby the Covered Officer would benefit personally to the
detriment of the Funds.
o Shall not cause the Funds to take actions, or fail to take actions, for
the individual personal benefit of the Covered Officer rather than for
the benefit of the Funds.
o Shall not use material non-public knowledge of portfolio transactions
made or contemplated for the Funds to trade personally or cause others
to trade personally in contemplation of the market effect of such
transactions.
o Shall not retaliate against any other Covered Officer or any employee
of the Funds or their affiliated persons for reports of potential
violations that are made in good faith.
There are some conflict of interest situations that should always be discussed
with or approved by the General Counsel (defined below) or the Committee
(defined below) if material. Examples of these include:
o service as a director on the board of any public or private company
(other than the Funds);
o the receipt from any company with which a Fund has current or
prospective business dealings of any
non-nominal gifts in excess of $500.00;
o the receipt of any entertainment from any company with which a Fund 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;
o any ownership interest in, or any consulting or employment relationship
with, any of the Funds' service providers, other than its Advisers,
administrator or any affiliated person thereof;
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Funds 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.
3. DISCLOSURE AND COMPLIANCE. Each Covered Officer is subject to each of the
following disclosure and compliance obligations:
a. Each Covered Officer should familiarize himself with all disclosure
requirements generally applicable to the Funds;
b. Each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about the Funds to others, whether within or
outside the Funds, including to the Funds' directors and auditors, and
to governmental regulators and self-regulatory organizations;
c. Each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Funds and the Advisers with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Funds file with, or submit to, the SEC and in other public
communications made by the Funds; and
d. It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
4. REPORTING AND ACCOUNTABILITY. Each Covered Officer must:
a. upon adoption of the Code (or as soon thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Boards that he
has received, read and understands the Code;
b. annually thereafter affirm to the Boards that he has complied with the
requirements of the Code;
c. notify the General Counsel promptly of any violations of this Code; and
d. report to the Boards at least annually the listed categories of
affiliations or other relationships related to conflicts of interest
contemplated in the Funds' Directors and Officers Questionnaire.
The general counsel or other designated senior legal officer of the Funds'
Advisers or administrator (the "General COUNSEL") 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,
any approvals or waivers sought by the Principal Executive Officer or the Senior
Financial Officer must be considered by the Legal Compliance Committees of the
Funds' Boards (the "COMMITTEE").
The Funds will follow these procedures in investigating and enforcing
this Code:
o The General Counsel will take all appropriate action to investigate any
potential violations reported to him.
o If, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take any
further action;
o Any matter that the General Counsel believes is a violation will be
reported to the Committee;
o If the General Counsel and the Principal Executive Officer are the same
person, any violations concerning such person shall be reported directly to
the Committee and the Committee shall take such action as required by this
Code;
o If the Committee concurs that a violation has occurred, it will inform and
make a recommendation to the relevant 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 Advisers or their boards/members; or a
recommendation to dismiss the Covered Officer;
o The 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.
5. OTHER POLICIES AND PROCEDURES. This Code shall be the sole code of ethics
adopted by the Funds 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 Funds, the Advisers 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 Funds' and the Advisers' codes of ethics under Rule 17j-1 of the Investment
Company Act and the Advisers' more detailed policies and procedures set forth in
the Funds' compliance manuals are separate requirements applying to the Covered
Officers and others and are not part of this Code.
6. 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.
7. 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 of Directors and its
counsel, the appropriate Fund and its Advisers.
8. INTERNAL USE. The Code is intended solely for the internal use by the Funds
and does not constitute an admission, by or on behalf of any Fund, as to any
fact, circumstance, or legal conclusion.
Date: August 19, 2003
EXHIBIT A
COVERED OFFICERS
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Principal Executive Officer Stephen C. Miller (all Funds)
Senior Financial Officer Carl D. Johns (all Funds)
General Counsel Stephen C. Miller
LEGAL COMPLIANCE COMMITTEE
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Joel Looney, Richard Barr and any one other Independent Director (all Funds)