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EXHIBIT 99.CODE ETH
FPA CAPITAL FUND, INC.
FPA FUNDS TRUST
FPA NEW INCOME, INC.
FPA PARAMOUNT FUND, INC.
FPA PERENNIAL FUND, INC.
SOURCE CAPITAL, INC.
CODE OF ETHICS FOR SENIOR EXECUTIVE
AND FINANCIAL OFFICERS
I. Introduction
The Board of Directors/Trustees of each registered investment company that is
managed, sponsored, and distributed by First Pacific Advisors, Inc. ("FPA")
(each an "FPA Fund" and collectively the "FPA Funds") has adopted this code of
ethics ("Code") as required by the Section 406 of the Sarbanes-Oxley Act. The
Code applies to the individuals in positions listed on Exhibit A ("Covered
Officers"). All Covered Officers, along with employees of FPA, are subject to
separate and distinct obligations from this Code under a Code of Ethics adopted
pursuant to Rule 17j-1 under the Investment Company Act of 1940 ("17j-1 Code of
Ethics"), policies to prevent the misuse of non-public information, and other
internal compliance guidelines and policies that may be in effect from time to
time.
This Code is designed to promote:
- Honest and ethical conduct, including the ethical handling of conflicts
of interest;
- Full, fair, accurate, timely, and understandable disclosure in reports
and documents that an FPA Fund files with, or submits to, the U.S.
Securities and Exchange Commission, or in other public communications
made by the FPA Funds or FPA;
- Compliance with applicable laws, governmental rules, and regulations;
- Prompt internal reporting to those identified in the Code of violations
of the Code; and
- Accountability for adherence to the Code.
II. Actual or Apparent Conflicts of Interest
A. Covered Officers should conduct all activities in accordance with
the following principles:
1. Shareholders' interests come first. In the course of
fulfilling their duties and responsibilities to FPA Fund
shareholders, Covered Officers must at all times place the
interests of FPA Fund shareholders
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first, and avoid serving their own personal interests ahead
of the interests of FPA Fund shareholders.
2. Conflicts of interest must be avoided. Covered Officers
must avoid any situation involving an actual or potential
conflict of interest with respect to their duties and
responsibilities to FPA Fund shareholders.
3. Compromising situations must be avoided. Covered Officers
must not take advantage of their position of trust and
responsibility. Covered Officers must avoid any situation
that might compromise or call into question their exercise
of full independent judgment in the best interests of FPA
Fund shareholders.
All activities of Covered Officers should be guided by and adhere to these
fiduciary standards regardless of whether the activity is specifically described
in this Code.
B. Restricted Activities
1. Gifts. Under no circumstances shall any Covered Officer
accept money, stocks, bonds, notes, etc. from any entity
that does business with or on behalf of the FPA Funds. No
Covered Officer shall accept any other type of gift or
other thing of more than de minimis value ($250) from any
person or entity that does business with or on behalf of
the FPA Funds. Written documentation of any gift or other
thing with an estimated value of more than $100 should be
submitted within ten days of receipt and approved by J.
Richard Atwood or Christopher H. Thomas.
2. Prohibition on misuse of FPA Funds' property. Covered
Officers are prohibited from making use of time, equipment,
services, personnel or property of any FPA Fund for any
purposes other than the performance of their duties and
responsibilities in connection with the FPA Funds.
III. Disclosure and Compliance
A. Each Covered Officer should be familiar with the disclosure
requirements generally applicable to the FPA Funds.
B. Each Covered Officer should not knowingly misrepresent, or cause
other to misrepresent, facts about the FPA Funds to others,
including to the FPA Funds' directors/trustees and auditors, or to
government regulators and self-regulatory organizations.
C. Each Covered Officer should, to the extent appropriate within the
Covered Officer's area of responsibility, consult with other
officers and employees of FPA and of an FPA Fund with the goal of
promoting full, fair, accurate, timely and understandable disclosure
in the reports and documents the FPA
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Fund files with, or submits to, the SEC and in other public
communications made by an FPA Fund.
D. It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable
laws, rules, regulations, and the 17j-1 Code of Ethics.
IV. Reporting and Responsibility
A. Each Covered Officer must:
1. Upon adoption or amendment of the Code (or thereafter as
applicable, upon becoming a Covered Officer), affirm in
writing that he or she has received, read, and understands
the Code;
2. Affirm at least annually in writing that he or she has
complied with the requirements of the Code;
3. Not retaliate against any other Covered Officer or any
employee of FPA for reports of potential violations of the
Code that are made in good faith; and
4. Notify J. Richard Atwood or Christopher H. Thomas promptly
if the Covered Officer knows of any violations of this
Code.
B. The FPA Funds will use the following procedures in investigating and
enforcing this Code:
1. J. Richard Atwood or Christopher H. Thomas is responsible
for applying this Code to specific situations and has the
authority to interpret this Code in any particular
situation. All determinations made by J. Richard Atwood or
Christopher H. Thomas will be reported to the Board of
Directors/Trustees of the FPA Funds in an annual report
regarding activities subject to the Code.
2. J. Richard Atwood or Christopher H. Thomas will take all
appropriate action to investigate any potential violations
of the Code that are reported.
3. If, after investigation, J. Richard Atwood or Christopher
H. Thomas believes that no material violation of the Code
has occurred, no further action is required to be taken.
4. Any matter that J. Richard Atwood or Christopher H. Thomas
believes is a material violation of the Code will be
reported to the Board of Directors/Trustees of the FPA
Funds.
5. If the Board of Directors/Trustees of the FPA Funds concurs
that a material violation of the Code has occurred, the
Board will consider
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appropriate action. Appropriate action may include
reassignment, suspension, or dismissal of the applicable
Covered Officer(s), or any other sanctions the Board deems
appropriate. Appropriate action may also include review of,
and appropriate modifications to, applicable policies and
procedures.
6. Any changes to or waiver 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 conduct adopted by the FPA 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 FPA Funds, FPA, or other service providers govern
or purport to govern the behavior or activities of the Covered Officers, they
are superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code.
FPA's and the FPA Funds' 17j-1 Code of Ethics, policies to prevent the misuse of
non-public information, and other internal compliance guidelines and policies
that may be in effect from time to time are separate requirements applying to
the Covered Officers and others, and are not part of this Code.
VI. Amendments
This Code may not be amended except by the approval of a majority vote of the
FPA Funds' Boards of Directors/Trustees. All amendments must be in writing and
communicated promptly to the Covered Officers, who shall affirm receipt of the
amended Code in accordance with Section IV.A.1.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code shall 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 FPA Funds' Boards of Directors/Trustees, and
J. Richard Atwood or Christopher H. Thomas.
Date: December 8, 2003
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EXHIBIT A
TO THE FPA CAPITAL FUND, INC.
FPA FUNDS TRUST
FPA NEW INCOME, INC.
FPA PARAMOUNT FUND, INC.
FPA PERENNIAL FUND, INC.
SOURCE CAPITAL, INC.
CODE OF ETHICS FOR SENIOR EXECUTIVE
AND FINANCIAL OFFICERS
COVERED OFFICERS OF FPA FUNDS:
President & CIO
President & Portfolio Manager
Executive VP & Portfolio Manager
Senior VP & Fixed-Income Manager
Vice Presidents
Treasurer
Secretary
Assistant Treasurer