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Exhibit 99.CodeEth
PACIFIC ADVISORS FUND
Exhibit 10(a)(2) to Form N-CSR
PACIFIC ADVISORS FUND INC.
CODE OF ETHICS
PURSUANT TO
SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002
The Board of Directors of Pacific Advisors Fund Inc. (the "Corporation"),
which is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), has adopted this
Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the
rules and forms of the Securities and Exchange Commission ("Commission")
thereunder.
1. PERSONS TO WHOM THIS CODE OF ETHICS APPLIES
This Code of Ethics is applicable to each person who occupies the position
of principal executive officer, principal financial officer, controller or
principal accounting officer of the Corporation ("Covered Officers"). The
current Covered Officers are listed on Exhibit A hereto.
2. RELATIONSHIP TO CODES OF ETHICS UNDER RULE 17J-1
The Corporation is subject to, and has adopted a code of ethics pursuant
to, Rule 17j-1 under the 1940 Act, applicable to directors, officers and
employees of the Corporation and the Corporation's principal underwriter.
Pacific Global Investment Management Company, the Corporation's investment
adviser ("PGIMC"), also has adopted a code of ethics under Rule 17j-1 (together
with the Corporation's Code, the "Rule 17j-1 Codes").
The Rule 17j-1 Codes impose reporting and disclosure requirements on
Covered Persons relating to their personal investment transactions in
securities, as well as substantively regulate such transactions, as the Board of
Directors has determined to be reasonably necessary in order to prevent fraud,
deceit or manipulative practices by such persons in connection with the purchase
or sale, directly or indirectly, by the person of a security held or to be
acquired by a Fund.
The requirements of this Code of Ethics are in addition to, not in
substitution for, the provisions of the 17j-1 Codes that are applicable to
Covered Officers.
3. SUBSTANTIVE REQUIREMENTS
a. HONEST AND ETHICAL CONDUCT, INCLUDING ETHICAL HANDLING OF ACTUAL OR
APPARENT CONFLICTS OF INTEREST BETWEEN PERSONAL AND PROFESSIONAL
RELATIONSHIPS.
It shall be the responsibility of each Covered Officer to comply with the
reporting, disclosure and pre-approval requirements of the Rule 17j-1 Codes as
applicable to his or her personal securities investments. No personal securities
investment transaction by a Covered Officer that complies with the procedural,
reporting, disclosure and other provisions of the applicable Rule 17j-1 Codes
shall be deemed to be a violation or constitute a waiver of any requirement of
this Code of Ethics.
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No Covered Officer shall derive any improper personal(1) financial or other
benefit of a substantial nature as a result of his or her position as the
principal executive officer, principal financial officer, controller or
principal accounting officer, as the case may be, through or from the
Corporation, or through or from any person or entity doing business or seeking
to do business with the Corporation, including, without limitation, gifts or
gratuities (other than customary business gifts, meals or business entertainment
that are not extravagant), preferred investment opportunities, or cash payments
of any amount.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Corporation and already are subject to conflict of
interest provisions in the 1940 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 Corporation because of their status as "affiliated
persons" of the Corporation. The Corporation and PGIMC's compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code of Ethics 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 of Ethics.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Corporation and the PGIMC and its subsidiaries (the "PGIMC
Entities"), of which the Covered Officers are also officers or employees. As a
result, this Code of Ethics recognizes that the Covered Officers will, in the
normal course of their duties (whether formally for the Corporation or for the
PGIMC Entities or for both), be involved in establishing policies and
implementing decisions that will have different effects on PGIMC Entities and
the Corporation. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Corporation and the PGIMC
Entities and is consistent with the performance by the Covered Officers of their
duties as officers of the Corporation. Thus, if performed in conformity with the
provisions of the 1940 Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically.
The employment of a member of the immediate family of a Covered Officer by
an entity doing business, or seeking to do business, with the Corporation shall
not be deemed a violation of this Code of Ethics if the Covered Officer
discloses such employment to the Board of Directors of the Corporation. In this
regard it is recognized by the Board of Directors that Mr. Henning's two
children are employed by PGIMC.
Any Covered Officer who shall, in his or her capacity as principal
executive officer, principal financial officer, controller or principal
accounting officer, receive or be offered any personal financial or other
benefit that is or may be proscribed by this Code of Ethics promptly shall
report same to the Corporation's Compliance Officer.(2) The Compliance Officer
shall be, and hereby is, authorized to determine whether the receipt of such
financial or other benefit is or would be proscribed by this Code of Ethics. If
the Compliance Officer shall determine the receipt
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(1) For the purpose of this Code of Ethics, a "personal" benefit includes a
benefit offered to or received by: a Covered Officer; a partnership in which the
Covered Officer is a partner; a trust of which the Covered Officer is the
grantor or beneficiary; a member of such Covered Officer's "immediate family,"
which includes the Covered Officer's spouse, a child residing in the Covered
Officer's household (including a step or adoptive child), and any dependent of
the Covered Officer as defined in section 152 of the Internal Revenue Code; a
partnership in which any member of the Covered Officer's immediate family is a
partner; or a trust for the benefit of any member of the Covered Officer's
immediate family.
(2) References herein to the Chief Legal Officer of the Funds shall include a
designee of the Chief Legal Officer.
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of any such personal financial or other benefit is or would be proscribed by
this Code of Ethics, then the Compliance Officer may direct that such benefit be
refused or, if already received, that such benefit anonymously be donated to a
charitable organization. Upon such donation, no violation of this Code of Ethics
shall be deemed to have occurred by reason of the Covered Officer having
received such personal financial or other benefit. The Compliance Officer's
determination that the offer to or receipt by a Covered Officer of a benefit is
not a violation of this Code of Ethics shall not be deemed a waiver of any
provision of this Code of Ethics.
The Compliance Officer shall maintain a record of reports, if any, by
Covered Officers of the receipt or offer of personal financial or other
benefits, and the Compliance Officer's determinations and directions with
respect to such reports.
b. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE IN REPORTS
AND DOCUMENTS THE CORPORATION FILES WITH, OR SUBMITS TO, THE COMMISSION AND
IN OTHER PUBLIC COMMUNICATIONS MADE BY THE FUNDS.
Each Covered Officer is responsible for the full, fair, accurate, timely
and understandable disclosure in reports and documents the Corporation files
with, or submits to, the Commission and in other public communications made by
the Corporation, insofar as such disclosure or communication relates to matters
within the scope of such Covered Officer's responsibilities of office. Without
limiting the generality of the foregoing, no Covered Officer willfully shall
cause or permit any such disclosure or communication regarding a matter within
the scope of his or her responsibility to: misstate a material fact; or omit to
state a material fact necessary to make any statement made in any such
disclosure or communication, in light of the circumstances in which such
statement is made, not misleading.
c. COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES AND REGULATIONS.
A Covered Officer promptly shall report to the Compliance Officer any
non-compliance or apparent non-compliance by the Corporation with applicable
governmental laws, rules and regulations including, without limitation, federal
securities laws, regarding any matter that is within the scope of office of such
Covered Officer, and shall take such action, if any, as may be directed by the
Compliance Officer with respect to the investigation or cure of such
non-compliance or apparent non-compliance.
The fact that a violation of applicable governmental laws, rules or
regulations has, or may have, occurred shall not itself be deemed violation of
this Code of Ethics. A determination by the Compliance Officer that a violation
of applicable governmental laws, rules or regulations has, or has not, occurred
shall not be deemed a waiver of any provision of this Code of Ethics.
d. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THIS CODE OF ETHICS.
It is the responsibility of each Covered Person promptly to report to the
Compliance Officer any violation or apparent violation of this Code of Ethics by
any Covered Person. The Compliance Officer shall maintain a record of the
reports, if any, of violations or apparent violations of this Code of Ethics by
any Covered Person.
The Compliance Officer shall determine, in response to any such report,
whether or not a violation of this Code of Ethics has occurred. The Compliance
Officer, in carrying out his or her duties under the Code of Ethics, shall
consult with Special Counsel to the Corporation with respect to violations and
potential violations of the Code of Ethics or applicable legal
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requirements. In the event the Compliance Officer shall determine that a
violation has occurred, he or she shall report such violation to the Board of
Directors of the Corporation. If after due investigation the Compliance Officer
determines that no violation has occurred, no further action is necessary.
E. ACCOUNTABILITY FOR ADHERENCE TO THIS CODE OF ETHICS.
Compliance with the requirements of this Code of Ethics is a condition of
office of each Covered Officer. In the event of violation of the requirements of
this Code of Ethics by a Covered Officer, the Board of Directors, of the Company
may take such action as it deems appropriate, including but not limited to
removal from office of the Covered Officer.
Any changes or waivers of this Code of Ethics will, to the extent required,
be disclosed as provided by SEC Rules. Any amendments to this Code of Ethics,
other than amendments to Exhibit A, must be approved by a majority of the
Directors, including a majority of the disinterested Directors.
All reports and records prepared or maintained pursuant to this Code of
Ethics shall be considered confidential and maintained and protected
accordingly. The Code of Ethics is intended solely for the internal use of the
Corporation and does not constitute an admission, by or on behalf of the
Corporation, as to any fact, circumstance, or legal conclusion.
Each Covered Officer shall acknowledge in writing his or her receipt of a
copy of this Code of Ethics, and his or her agreement that adherence to this
Code of Ethics is a condition of office.
Adopted: August 1, 2003.
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ACKNOWLEDGEMENT
The undersigned, as [principal executive officer][[principal financial
officer][controller][principal accounting officer] of the Corporation, hereby
acknowledges receipt of a copy of the Corporation's CODE OF ETHICS PURSUANT TO
SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002.
The undersigned further acknowledges [his][her] understanding and agreement
that adherence to the requirements of the Code of Ethics is a condition of
office with the Corporation.
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