**EXHIBIT14.1**

 

**FIRST INVESTORSFINANCIAL SERVICES GROUP, INC.**

**(the “Company”)**

 

**CODE OF BUSINESSCONDUCT AND ETHICS**

 

**Adopted: April 28,2004**

 

**INTRODUCTION**

 

The Company has a long-standing commitment toconduct our business in compliance with all applicable laws and regulations andin accordance with the highest ethical principles.  Among our guiding principles are honesty, integrity, and qualityin all that we do. This Code of Business Conduct and Ethics (the “Code”) hasbeen approved by the Board of Directors and provided to our employees in orderto assist them in meeting our legal and ethical obligations and to promote:

 

•                                  Honestand ethical conduct in all of our business dealings, including the ethicalhandling of actual or apparent conflicts of interest between personal andprofessional relationships;

 

•                                  Full,fair, accurate, timely and understandable disclosure in all reports anddocuments filed by the Company with, or submitted to, the Securities andExchange Commission and in other public communication made by the Company;

 

•                                  Compliancewith applicable governmental rules and regulations; and

 

•                                  Avoidanceof conflicts of interest, including disclosure to the person(s) identifiedbelow of any material transaction or relationship that reasonably could be expectedto give rise to a conflict.

 

This Code isapplicable to all Company’s employees (including all full and part-timeemployees and certain persons that provide services on our behalf, such asagents), officers (including, but not limited, to the Chief Executive Officer,Chief Financial Officer, Treasurer, Controllers, Finance Managers and any otheremployees performing similar functions) and directors (Company’s officers anddirectors also collectively referred herein as “Senior Officers”). As used in thisCode, unless the context otherwise requires, references to the “Company” shallmean First Investors Financial Services Group, Inc. and all of its controlledsubsidiaries, whether domestic or foreign, and references to the “Board” or“Board of Directors” shall mean the Board of Directors of First InvestorsFinancial Services Group, Inc.

 

This Codecovers a wide range of business practices and procedures. It does not coverevery issue that may arise, but it sets out basic principles to guide allemployees of the Company.  All of ouremployees must conduct themselves accordingly and seek to avoid even the 

 

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appearance of improper behavior. If a law conflicts with a policy in this Code, you must comply with thelaw; however, if a local custom or policy conflicts with this Code, you mustcomply with this Code.  If any aspect ofthis Code is unclear to you, or if you have any questions or face dilemmas thatare not addressed, you should ask your supervisor, manager or other appropriatepersonnel how to handle the situation. Because this Code discusses both our legal and ethical responsibilities,non-compliance with certain aspects of this Code could result not only indisciplinary action, up to and including termination, but may also subject theindividual offender and the Company to civil and/or criminal liability.

 

If you are in,or aware of, a situation that you believe may violate or lead to a violation ofthis Code, follow the guidelines described in Section 14 of this Code.

 

As required bylaw, rule, or regulation, this Code shall be made available to the public.

 

**1.****                                      COMPLIANCEWITH LAWS, RULES AND REGULATIONS**

 

Obeying the law, both in letter and inspirit, is the foundation on which this Company’s ethical standards arebuilt.  All employees must respect andobey all applicable laws, rules and regulations of each city, state, andcountry in which we operate.  Althoughnot all employees are expected to know the details of all of these laws, it isimportant to know enough to determine when to seek advice from supervisors,managers, or other appropriate personnel.

 

**2.****                                      CONFLICTSOF INTEREST**

 

A “conflict ofinterest” exists when a person’s private interest interferes in any way withthe interests of the Company as a whole. A conflict situation can arise when an employee, officer, or directortakes actions or has interests that may make it difficult to perform his or herCompany work objectively and effectively. Conflicts of interest may also arise when an employee, officer ordirector, or members of his or her family, receives improper personal benefitsas a result of his or her position in the Company.  Loans to, or guarantees of obligations of, employees and theirfamily members may create conflicts of interest.  It is almost always a conflict of interest for a Company employeeto work simultaneously for a competitor, customer or supplier of theCompany.  The best policy is to avoidany direct or indirect business connection with the Company’s customers,suppliers, or competitors, except on the Company’s behalf.  Conflicts of interest are prohibited as amatter of Company policy, except under guidelines approved by the Board ofDirectors.  Conflicts of interest maynot always be clear-cut, so if you have a question, you should consult withexecutive level management or the individual designated in Section 14 of thisCode.

 

**3.****                                   INSIDERTRADING**

 

Employees,officers and directors who have access to confidential information are notpermitted to use or share that information for stock trading purposes or forany other purpose except the conduct of our business.  All non-public information about the Company should be consideredconfidential information.  To usenon-public information for personal financial benefit or to “tip” others whomight make an investment decision on the basis of this information

 

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is not only unethical but also illegal. If you have any questions,please consult the Company’s policy on insider trading.

 

**4.****                                   CORPORATEOPPORTUNITIES**

 

Employees, officers, and directors are prohibited from taking forthemselves personally opportunities that are discovered through the use ofcorporate property, information, or position, except for opportunities as towhich management or the Board of Directors have been fully informed and haveexpressly found consistent with the Company’s business objectives.  Employees, officers, and directors owe aduty to the Company to advance its legitimate interests when opportunitiesarise.  No employee, officer, ordirector may use corporate property, information, or position for improperpersonal gain, and no employee may compete with the Company directly orindirectly.

 

**5.****                                      COMPETITIONAND FAIR DEALING**

 

We seek tooutperform our competition fairly and honestly.  We seek competitive advantages through superior performance, neverthrough unethical or illegal business practices.  Stealing proprietary information, possessing trade secretinformation that was obtained without the owner’s consent, or inducing suchdisclosures by past or present employees of other companies is prohibited.  Each employee, officer, and director shouldendeavor to respect the rights of and deal fairly with the Company’s customers,suppliers, competitors, and employees. No employee, officer or director should take unfair advantage of anyonethrough manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other intentional unfair-dealingpractice.  The purpose of businessentertainment and gifts in a commercial setting is to create goodwill and soundworking relationships, not to gain unfair advantage with customers.  No gift or entertainment should ever bedirectly or indirectly offered, given, provided or accepted by any Companyofficer, director, employee, any family member of an employee, or any agent(acting in its capacity as such) to or from any customer, supplier, orcompetitor of the Company unless it:

 

(1)                               is not a cash gift,

 

(2)                               is consistent withcustomary business practices,

 

(3)                               isof nominal value,

 

(4)                               cannot reasonably beconstrued as a bribe or payoff, and

 

(5)                               does not violate anylaws or regulations.

 

Please discuss with yoursupervisor any gifts or proposed gifts that you are not certain areappropriate.

 

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**6.****                                   DISCRIMINATIONAND HARASSMENT**

 

The diversityof the Company’s employees is a tremendous asset.  We are firmly committed to providing equal opportunity in allaspects of employment and will not tolerate any illegal discrimination orharassment of any kind.  Examplesinclude derogatory comments based on racial or ethnic characteristics andunwelcome sexual advances.  **Please referto your employee handbook for more information on discrimination andharassment.**

 

**7.****                                      HEALTHAND SAFETY**

 

The Companystrives to provide each employee with a safe and healthy work environment.  Each employee has a responsibility tomaintain a safe and healthy workplace for all other employees by followingsafety and health rules and practices and reporting accidents, injuries andunsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.  Employees should report to work in conditionto perform their duties, free from the influence of alcohol or illegal drugs.The use, sale, transfer, or possession of alcohol, illegal drugs, or other illegalsubstances is strictly prohibited while on Company property or while on Companybusiness and will not be tolerated. This prohibition also includes illegal orimproper use of controlled substances. Reporting to work while impaired by any such substance is also strictlyprohibited.

 

**8.****                                   RECORD-KEEPING**

 

The Company requires honest and accurate recording and reporting ofinformation in order to make responsible business decisions.  For example, only the true and actual numberof hours worked should be reported. Many employees regularly use business expense accounts, which must bedocumented and recorded accurately.  Ifyou are not sure whether a specific expense may be legitimately charged to theCompany, ask your supervisor.  All ofthe Company’s books, records, accounts and financial statements must bemaintained in reasonable detail, must appropriately reflect the Company’stransactions and must conform both to applicable legal requirements and to theCompany’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintainedunless permitted by applicable law or regulation.  Periodic and other reports (financial and otherwise) to foreign,federal, state, and local government agencies must present a full, fair,accurate, timely, and understandable disclosure of the Company.  Business records and communications oftenbecome public, and we should avoid exaggeration, derogatory remarks, guesswork,or inappropriate characterizations of people and companies that can be misunderstood.This applies equally to e-mail, internal memos, and formal reports.  Records should always be retained ordestroyed according to the Company’s record retention policies.

 

**9.****                                   CONFIDENTIALITYAND PROTECTION OF COMPANY ASSETS**

 

Employees,officers, and directors must maintain the confidentiality of confidentialinformation entrusted to them by the Company, its customers, partners, orbusiness associates, except when disclosure is authorized by a supervisor orrequired by laws or regulations. Confidential information includes all non-public information that mightbe of use to competitors

 

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(such as customer lists, employee lists, compensation information,business processes, business policies and procedures and financialinformation), or which might be harmful to the Company or its customers,partners, or business associates if disclosed. It includes information that suppliers and customers have entrusted tous or that the Company has obligated itself to maintain in confidence.  The obligation to preserve confidentialinformation continues even after employment ends.

 

Employees areobligated to protect the Company’s assets, including its proprietaryinformation.  Proprietary informationincludes intellectual property such as trade secrets, patents, trademarks, andcopyrights, as well as business, marketing and service plans, engineering andmanufacturing ideas, designs, databases, records, salary information, and anyunpublished financial data and reports. Unauthorized use or distribution of this information would violateCompany policy.  It could also beillegal and result in civil or even criminal penalties.

 

**10.****                               PROPERUSE OF COMPANY ASSETS**

 

All employees,officers, and directors should endeavor to protect the Company’s assets andensure their efficient use.  Theft,carelessness, and waste have a direct impact on the Company’sprofitability.  All Company assetsshould be used only for legitimate business purposes.  Any suspected incident of fraud or theft should be immediatelyreported for investigation.  Companycharge accounts, credit cards, bank accounts, and other resources are strictlylimited to Company use; personal charges on Company accounts are prohibited,though nominal personal charges that occur in connection with, and areincidental to, a legitimate business purpose may be permitted if they arepromptly reported and reimbursed in accordance with Company policy.  Company equipment should not be used fornon-Company business, though incidental personal use may be permitted.

 

**11.****                               PAYMENTSTO GOVERNMENT PERSONNEL**

 

The U.S.Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. It is strictly prohibited to make illegal payments to government officialsof any country.  In addition, the U.S.government has a number of laws and regulations regarding business gratuitieswhich may be accepted by U.S. government personnel.  The promise, offer, or delivery to an official or employee of theU.S. government of a gift, favor or other gratuity in violation of these ruleswould not only violate Company policy but could also be a criminaloffense.  State and local governments,as well as foreign governments, may have similar rules.  Consult your supervisor if you have anyquestions.

 

**12.****                               WAIVERSOF THIS CODE OF BUSINESS CONDUCT AND ETHICS**

 

Waivers of this Code will not be grantedexcept in limited circumstances, so as to protect the Company to the greatestextent possible. Any waivers of this Code for the Company’s Senior Officers mayonly be made by the Board of Directors after disclosure of all material factsby the individual seeking the waiver, and any waiver granted will be promptlydisclosed as required by

 

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law or stock exchange regulation. Any waivers for other individuals mayonly be granted by the Chief Executive Officer after disclosure of all materialfacts by the individual seeking the waiver.  Any waivers granted by the Chief Executive Officer must be promptlyreported to the Audit Committee of the Board of Directors.

 

**13.****                            REPORTINGANY ILLEGAL OR UNETHICAL BEHAVIOR**

 

Employees are encouraged to talk to supervisors, managers or otherappropriate personnel about observed illegal or unethical behavior and when indoubt about the best course of action in a particular situation.  Each employee, officer and director isrequired to immediately report, in accordance with Section 14 below, what he orshe believes in good faith to be an actual or potential violation of this Codeby any employee, officer and director of the Company.   It is the policy of the Company not to allow retaliation orretribution for reports of possible violations of this Code by others made ingood faith by employees. “Good faith” does not mean that you have to be right –but it does mean that you believe that you are providing truthfulinformation.  Employees are expected tocooperate in internal investigations of misconduct.

 

**14.****                            COMPLIANCEPROCEDURES**

 

We must allwork to ensure prompt and consistent action against violations of thisCode.  However, in some situations it isdifficult to know right from wrong. Since we cannot anticipate every situation that will arise, it isimportant that we have a way to approach a new question or problem.  These are the steps to keep in mind:

 

•                                          Makesure you have all the facts. In order to reach the right solutions, we must beas fully informed as possible.

 

•                                          Askyourself: What specifically am I being asked to do? Does it seem unethical orimproper? This will enable you to focus on the specific question you are facedwith, and the alternatives you have. Use your judgment and common sense.

 

•                                          Clarifyyour responsibility and role. In most situations, there is sharedresponsibility. Are your colleagues informed? It may help to get othersinvolved and discuss the problem.

 

•                                          Discussthe problem with your supervisor. This is the basic guidance for allsituations.  In many cases, yoursupervisor will be more knowledgeable about the question, and will appreciatebeing brought into the decision-making process. Remember that it is yoursupervisor’s responsibility to help solve problems.

 

•                                          Seekhelp from Company resources. In the rare case where it may not be appropriateto discuss an issue with your supervisor or where you do not feel comfortableapproaching your supervisor with your question, discuss it with the Tommy A.Moore, Chief Executive Officer at 713-273-5114.

 

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•                                          Youmay report ethical violations in confidence and without fear ofretaliation.  If your situation requiresthat your identity be kept secret, your anonymity will be protected.  The Company does not permit retaliation orretribution of any kind against employees for good faith reports of violationsto this Code.

 

•                                          Alwaysask first, act later: If you are unsure of what to do in any situation, seekguidance before you act.

 

To the extent that notwithstanding any of theprinciples and guidelines set forth above, any employee, officer or director ofthe Company that is convinced that an employee, officer or director hasviolated this Code, and based on the circumstances of such violation does notbelieve it to be appropriate to discuss this with a supervisor or the ChiefExecutive Officer, should report such information to the Audit Committee of theBoard of Directors by contacting one of the members of the Audit Committeelisted below.

 

Robert L. Clarke

Bracewell & Patterson

711 Louisiana, Suite 2900

Houston, Texas  77002

 

Seymour M. Jacobs

Jacobs Asset Management

One Fifth Avenue

New York, NY 10003

 

Daniel M. Theriault

John Levin & Co.

One Rockefeller Plaza, 19th Floor

New York, NY 10020

 

The Audit Committee of theBoard of Directors (or its designee) will be generally responsible for theenforcement of this Code relating to employees, officers and directors and willreport all such matters to the Board of Directors.

 

**ThisCode sets forth guidelines which all officers, directors and employees will berequired to follow and any failure to comply with this Code may result indiscipline, up to and including termination. However, nothing in this Code shall be construed to create a contractualright to employment where none previously existed nor shall it in any way alterthe at-will nature of any employee’s employment.**

 

**TheCompany reserves the right to amend, alter, or terminate this Code or itspolicies at any time for any reason.**

 

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