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Exhibit 11.A.1.
FIRST FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS
I. PURPOSE OF THE CODE
The First Funds (the "Trust") code of ethics (this "Code") is intended to
serve as the code of ethics described in Section 406 of The Sarbanes-Oxley Act
of 2002 and Item 2 of Form N-CSR. This Code shall be the sole code of ethics
adopted by the Trust 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 Trust, the Trust's adviser(s),
co-adviser(s), sub-adviser(s), principal underwriter, or other service providers
govern or purport to govern the behavior or activities of the Covered Officers,
as defined herein, who are subject to this Code, they are superseded by this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 Trust's and its investment adviser's, co-adviser's, sub-adviser's, and
principal underwriter's codes of ethics pursuant to Rule 17j-1 under the
Investment Company Act of 1940 (the "1940 Act") are separate requirements
applying to the Covered Officers and others, and are not part of this Code.
All Covered Officers must become familiar and fully comply with this Code.
Because this Code cannot and does not cover every applicable law or provide
answers to all questions that might arise, all Covered Officers are expected to
use common sense about what is right and wrong, including a sense of when it is
proper to seek guidance from others on the appropriate course of conduct.
The purpose of this Code is to set standards for the Covered Officers that
are reasonably designed to deter wrongdoing and to promote:
- 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 the Trust files with, or submits to, the Securities
and Exchange Commission (the "SEC") and in any other public
communications by the Trust;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of violations of the Code to the
appropriate persons as set forth in the Code; and
- accountability for adherence to the Code.
II. COVERED PERSONS
This Code applies to the Trust's Principal Executive Officers and
Principal Financial Officers, or any persons performing similar functions on
behalf of the Trust (the "Covered
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Officers"). Each Covered Person 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. Covered Officers are expected to act in
accordance with the standards set forth in this Code.
III. HONEST AND ETHICAL CONDUCT
A. HONESTY, DILIGENCE AND PROFESSIONAL RESPONSIBILITY
Covered Officers are expected to observe both the form and the spirit of
the ethical principles contained in this Code. Covered Officers must perform
their duties and responsibilities for the Trust:
- with honesty, diligence, and a commitment to professional and ethical
responsibility;
- carefully, thoroughly and in a timely manner; and
- in conformity with applicable professional and technical standards.
Covered Officers who are certified public accountants are expected to
carry out their duties and responsibilities in a manner consistent with the
principles governing the accounting profession, including any guidelines or
principles issued by the Public Company Accounting Oversight Board or the
American Institute of Certified Public Accountants from time to time.
B. OBJECTIVITY/AVOIDANCE OF UNDISCLOSED CONFLICTS OF INTEREST
Covered Officers are expected to maintain objectivity and avoid
undisclosed conflicts of interest. In the performance of their duties and
responsibilities for the Trust, Covered Officers must not subordinate their
judgment to personal gain and advantage, or be unduly influenced by their own
interests or by the interests of others. Covered Officers must avoid
participation in any activity or relationship that constitutes a conflict of
interest unless that conflict has been completely disclosed to affected parties
and waived by the Trustees on behalf of the Trust. Further, Covered Officers
should avoid participation in any activity or relationship that could create the
appearance of a conflict of interest.
A conflict of interest would generally arise if, for instance, a Covered
Officer directly or indirectly participates in any investment, interest,
association, activity or relationship that may impair or appear to impair the
Covered Officer's objectivity or interfere with the interests of, or the Covered
Officer's service to, the Trust.
Any Covered Officer who may be involved in a situation or activity that
might be a conflict of interest or give the appearance of a conflict of interest
must report such situation or activity using the reporting procedures set forth
in Section VI of this Code.
Each Covered Officer must not:
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use his or her personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Trust whereby
the Covered Officer would benefit personally to the detriment of the
Trust;
cause the Trust to take action, or fail to take actions, for the individual
personal benefit of the Covered Officer rather than the benefit of the
Trust; or
use material non-public knowledge of portfolio transactions made or
contemplated for the Trust to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions.
Each Covered Officer is responsible for his or her compliance with this
conflict of interest policy.
C. PREPARATION OF FINANCIAL STATEMENTS
Covered Officers must not knowingly make any misrepresentations regarding
the Trust's financial statements or any facts in the preparation of the Trust's
financial statements, and must comply with all applicable laws, standards,
principles, guidelines, rules and regulations in the preparation of the Trust's
financial statements. This section is intended to prohibit:
- making, or permitting or directing another to make, materially false
or misleading entries in the Trust's financial statements or records;
- failing to correct the Trust's financial statements or records that
are materially false or misleading when he or she has the authority to
record an entry; and
- signing, or permitting or directing another to sign, a document
containing materially false or misleading financial information.
Covered Officers must be scrupulous in their application of generally
accepted accounting principles. No Covered Officer may (i) express an opinion or
state affirmatively that the financial statements or other financial data of the
Trust are presented in conformity with generally accepted accounting principles,
or (ii) state that he or she is not aware of any material modifications that
should be made to such statements or data in order for them to be in conformity
with generally accepted accounting principles, if such statements or data
contain any departure from generally accepted accounting principles then in
effect in the United States.
Covered Officers must follow the laws, standards, principles, guidelines,
rules and regulations established by all applicable governmental bodies,
commissions or other regulatory agencies in the preparation of financial
statements, records and related information. If a Covered Officer prepares
financial statements, records or related information for purposes of reporting
to such bodies, commissions or regulatory agencies, the Covered Officer must
follow the requirements of such organizations in addition to generally accepted
accounting principles.
If a Covered Officer and his or her supervisor have a disagreement or
dispute relating to the preparation of financial statements or the recording of
transactions, the Covered Officer should take the following steps to ensure that
the situation does not constitute an impermissible subordination of judgment:
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- The Covered Officer should consider whether (i) the entry or the
failure to record a transaction in the records, or (ii) the financial
statement presentation or the nature or omission of disclosure in the
financial statements, as proposed by the supervisor, represents the
use of an acceptable alternative and does not materially misrepresent
the facts or result in an omission of a material fact. If, after
appropriate research or consultation, the Covered Officer concludes
that the matter has authoritative support and/or does not result in a
material misrepresentation, the Covered Officer need do nothing
further.
- If the Covered Officer concludes that the financial statements or
records could be materially misstated as a result of the supervisor's
determination, the Covered Officer should follow the reporting
procedures set forth in Section VI of this Code.
D. OBLIGATIONS TO THE INDEPENDENT AUDITOR OF THE TRUST
In dealing with the Trust's independent auditor, Covered Officers must be
candid and not knowingly misrepresent facts or knowingly fail to disclose
material facts, and must respond to specific inquiries and requests by the
Trust's independent auditor.
Covered Officers must not take any action, or direct any person to take
any action, to fraudulently influence, coerce, manipulate or mislead the Trust's
independent auditor in the performance of an audit of the Trust's financial
statements for the purpose of rendering such financial statements materially
misleading.
IV. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
It is the Trust's policy to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that the Trust files with, or
submits to, the SEC and in any other public communications by the Trust. The
Trust has designed and implemented Disclosure Controls and Procedures to carry
out this policy.
Covered Officers are expected to familiarize themselves with the
disclosure requirements generally applicable to the Trust, and to use their best
efforts to promote, facilitate, and prepare full, fair, accurate, timely, and
understandable disclosure in all reports and documents that the Trust files
with, or submits to, the SEC and in any other public communications by the
Trust.
Covered Officers must review the Trust's Disclosure Controls and
Procedures to ensure they are aware of and carry out their duties and
responsibilities in accordance with the Disclosure Controls and Procedures and
the disclosure obligations of the Trust. Covered Officers are responsible for
monitoring the integrity and effectiveness of the Trust's Disclosure Controls
and Procedures.
V. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
Covered Officers are expected to know, respect and comply with all laws,
rules and regulations applicable to the conduct of the Trust's business. If a
Covered Officer is in doubt about the legality or propriety of an action,
business practice or policy, the Covered Officer should seek advice from the
Covered Officer's supervisor or the Trust's legal counsel.
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In the performance of their work, Covered Officers must not knowingly be a
party to any illegal activity or engage in acts that are discreditable to the
Trust.
Covered Officers are expected to promote the Trust's compliance with
applicable laws, rules and regulations. To promote such compliance, Covered
Officers may establish and maintain mechanisms to educate employees carrying out
the finance and compliance functions of the Trust about any applicable laws,
rules or regulations that affect the operation of the finance and compliance
functions and the Trust generally.
VI. REPORTING AND ACCOUNTABILITY
All Covered Officers will be held accountable for adherence to this Code.
Each Covered Officer must, upon the Trust's adoption of this Code (or thereafter
as applicable, upon becoming a Covered Officer), affirm in writing to the Board
that he/she has received, read, and understands this Code by signing the
Acknowledgement Form attached hereto as Appendix A. Thereafter, each Covered
Officer, on an annual basis, must affirm to the Board that he/she has complied
with the requirements of this Code.
Covered Officers may not retaliate against any other Covered Officer of
the Trust or their affiliated persons for reports of potential violations that
are made in good faith.
The Trust will follow these procedures in investigating and enforcing this
Code:
A. Any Covered Officer who knows of any violation of this Code or who
questions whether a situation, activity or practice is acceptable must
immediately report such practice to the Trust's Chief Legal Officer.
The Chief Legal Officer shall take appropriate action to investigate
any reported potential violations. If, after such investigation, the
Chief Legal Officer believes that no violation has occurred, the Chief
Legal Officer is not required to take any further action. Any matter
that the Chief Legal Officer believes is a violation will be reported
to the Chairman of the Board of Trustees. The Chief Legal Officer
shall respond to the Covered Officer within a reasonable period of
time.
B. If the Covered Officer is not satisfied with the response of the Chief
Legal Officer, the Covered Officer shall report the matter to the
Chairman of the Board of Trustees. If the Chairman is unavailable, the
Covered Officer may report the matter to any other member of the Board
of Trustees. The person receiving the report shall consider the
matter, refer it to the full Board of Trustees if he or she deems
appropriate, and respond to the Covered Officer within a reasonable
amount of time. If the Board of Trustees concurs that a violation has
occurred, it will consider appropriate action, which may include
review of and appropriate modifications to applicable policies and
procedures or notification to appropriate personnel of the investment
adviser or its board.
C. If the Board of Trustees determines that a Covered Officer violated
this Code, failed to report a known or suspected violation of this
Code, or provided intentionally false or malicious information in
connection with an alleged violation of this Code, the Board of
Trustees may take disciplinary action against
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any such Covered Officer to the extent the Board of Trustees deems
appropriate. No Covered Officer will be disciplined for reporting a
concern in good faith.
To the extent possible and as allowed by law, reports will be treated as
confidential. The Trust may report violations of the law to the appropriate
authorities.
VII. DISCLOSURE OF THIS CODE
This Code shall be disclosed to the public by at least one of the
following methods in the manner prescribed by the SEC, unless otherwise required
by law:
- Filing a copy of this Code as an exhibit to the Trust's annual report
on Form N-CSR;
- Posting the text of this Code on the Trust's Internet website and
disclosing, in its most recent report on Form N-CSR, its Internet
address and the fact that it has posted this Code on its Internet
website; or
- Providing an undertaking in the Trust's most recent report on Form
N-CSR to provide a copy of this Code to any person without charge upon
request, and explaining the manner in which such a request may be
made.
VIII. WAIVERS
Any waiver of this Code, including an implicit waiver, granted to a
Covered Officer may be made only by the Board of Trustees or a committee of the
Board to which such responsibility has been delegated, and must be disclosed by
the Trust in the manner prescribed by law and as set forth above in Section VII
(Disclosure of this Code).
IX. AMENDMENTS
This Code may be amended by the affirmative vote of a majority of the
Board of Trustees, including a majority of the independent Trustees. Any
amendment of this Code must be disclosed by the Trust in the manner prescribed
by law and as set forth above in Section VII (Disclosure of this Code), unless
such amendment is deemed to be technical, administrative, or otherwise
non-substantive. Any amendments to this Code will be provided to the Covered
Officers.
X. 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 Trustees of the Trust, the Chief
Legal Officer of the Trust, the legal counsel to the Trust, legal counsel to the
independent trustees and such other persons as a majority of the Board of
Trustees, including a majority of the independent Trustees, shall determine to
be appropriate.
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APPENDIX A
FIRST FUNDS
Certification and Acknowledgment of Receipt of Code of Ethics for Principal
Executive Officers and Principal Financial Officers
I acknowledge and certify that I have received a copy of First Funds' Code of
Ethics for Principal Executive Officers and Principal Financial Officers (the
"Code"). I understand and agree that it is my responsibility to read and
familiarize myself with the policies and procedures contained in the Code and to
abide by those policies and procedures.
I acknowledge and certify that I have read and understand the Code.
/s/ George Lewis /s Jeremy O. May
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George Lewis Jeremy O. May
President Treasurer
Date: September 1, 2004