Ethics

Code of Ethics and Business Conduct
January 30, 2011

INTRODUCTION

Dear Cape Fox Corporation employees, customers, shareholders, and associates:

We invite you to read through the attached Cape Fox Corporation Code of Ethics and Business Conduct, which expresses our firm and deep commitment to holding ourselves, as individuals and as a corporation, to the highest ethical standards. As the leaders of Cape Fox Corporation, we strongly endorse this Code of Ethics and Business Conduct. It is the guide by which we conduct business.

All employees are encouraged to provide us with suggestions for improvement, ideas about how to better incorporate the Code of Ethics and Business Conduct into our corporate culture, and any concerns you may have about ethics or compliance issues. We also encourage each of you to report any suspected violations of the Code of Ethics and Business Conduct by contacting our confidential 24-hour hotline operated by a third-party provider at (888) 306-6863 or https://capefoxcorp.alertline.com/. If you are seeking guidance on an ethical dilemma, please feel free to contact the Cape Fox Corporation Ethics and Compliance Officer, David Landis, at (888) 212-0821. Your comments, concerns, questions, and reports will remain confidential and cannot result in retaliation.

We once again emphasize Cape Fox Corporation’s commitment to conducting itself
in an ethical manner, and our personal support of the Code of Ethics and Business Conduct.

Sincerely,

Michael E. Brown                                                   Albert K. White
Chief Executive Officer                                          Chairman of the Board of Directors

This document, the Cape Fox Corporation Code of Ethics and Business Conduct, has been adopted by the Cape Fox Corporation (CFC) Board of Directors as its Code of Ethics and Business Conduct. It summarizes the virtues and principles that are to guide our actions in business. It applies to CFC, together with its operating companies and subsidiaries. We expect our agents, consultants, contractors, representatives, and suppliers to be guided by them as well.

There are numerous resources available to assist you in meeting the challenge of performing your duties and responsibilities. There can be no better course of action for you than to apply common sense and sound judgment to the manner in which you conduct yourself. However, do not hesitate to use the resources that are available whenever it is necessary to seek clarification. These resources include
an Ethics and Compliance Officer, David Landis, who is always available to answer your questions, provide guidance on ethical dilemmas, and receive any reports ofnconcerns of improper conduct by others. You may contact the Ethics and Compliance Officer by email at dlandis@capefoxcorp.com or toll-free at (888) 212-0821. If you have any questions about the role of the Ethics and Compliance
Officer, simply contact any supervisor or the Human Resources Department. Another important resource is the 24-hour Cape Fox & Subsidiaries Ethics Hotline that is available by calling toll-free (888) 306-6863 or by going online to https://capefoxcorp.alertline.com/. This service is provided by Global Compliance, a third-party company, and is an alternative to the Ethics and Compliance Officer, David Landis. Use the Cape Fox & Subsidiaries Ethics Hotline to report suspected improper
conduct or violations of the Cape Fox Corporation Code of Ethics and Business Conduct, or if you have questions or concerns. Any reporting of this nature, whether to the Ethics and Compliance Officer or the Hotline, is done confidentially and without retaliation.

CFC aims to set the standard for ethical business conduct. We will achieve this through six values: Honesty, Integrity, Respect, Trust, Responsibility, and Citizenship.

Treat in an Ethical Manner Those to Whom CFC has an Obligation

CFC is committed to the ethical treatment of those to whom we have an obligation.

For Our Employees we are committed to honesty, just management, and fairness, providing a safe and healthy environment, and respecting the dignity due everyone.

For Our Customers we are committed to produce reliable products and services, delivered on time, at a fair price.

For The Communities in which we live and work, we are committed to acting as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For Our Shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

For Our Suppliers
we are committed to fair competition and the sense of responsibility required of a good customer.

“Cape Fox Corporation is committed to the ethical treatment of those to whom we have an obligation.”

Obey the Law
CFC will conduct its’ business in accordance with all applicable laws and regulations. The laws and regulations related to contracting with the United States government are far reaching and complex, thus placing burdens on CFC that are in addition to those faced by companies without extensive government contracts. Compliance with the law does not comprise our entire ethical responsibility.

CFC is committed to full cooperation with any Government agencies responsible for either investigation or corrective actions and expects its employees to share this commitment to cooperation. It is extremely important that, in all instances, employees be truthful and accurate in all statements made and information given to regulatory and law enforcement officials.

CFC is also committed to full compliance with all mandatory disclosure requirements concerning possible violations of Federal criminal law or a violation of the civil False Claims Act. If any employee has a suspicion that a criminal act has taken place, you are obligated to immediately report your concerns to the Cape Fox Corporation Ethics and Compliance Officer.

“CFC will conduct its’ business in accordance with all applicable laws and regulations.”

Promote a Positive Work Environment

All employees want and deserve a work place where they feel respected, satisfied, and appreciated. Harassment or discrimination of any kind and especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status is unacceptable in our work place.

Providing an environment that supports the honesty, integrity, respect, trust, responsibility, and citizenship of every employee permits us the opportunity to achieve excellence in our work place. While everyone who works for CFC must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a context for work that will bring out the best in all of us.

“Providing an environment that supports the honesty, integrity, respect, trust, responsibility, and citizenship of every employee permits us the opportunity
to achieve excellence in our work place.”

Work Safely: Protect Yourself and Your Fellow Employees

CFC is committed to providing a drug-free, safe, and healthy work environment. Each of us is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.

“CFC is committed to providing a drug-free, safe, and healthy work environment.”

Keep Accurate and Complete Records

CFC must maintain accurate and complete records. Transactions between CFC and outside individuals and organizations must be properly and accurately entered in our record books in accordance with generally accepted accounting practices and principles. No one should rationalize or even consider misrepresenting facts or falsifying records. It is illegal, will not be tolerated, and will result in disciplinary action.

“No one should rationalize or even consider misrepresenting facts or falsifying records.”

Record Costs Properly

Employees and their supervisors are responsible for ensuring that labor and material costs are accurately recorded and charged on CFC’s records. These costs include, but are not limited to, normal contract work, work related to independent research and development, and bid and proposal activities.

“Employees and their supervisors are responsible for…CFC’s records.”

Strictly Adhere to All Antitrust Laws

Antitrust is a blanket term for strict federal and state laws that protect the free enterprise system. The laws deal with agreements and practice “in restraint of trade” such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor, stealing trade secrets; bribery; and kickbacks.

Antitrust laws are vigorously enforced. Violations may result in severe penalties such as forced sales of parts of businesses and significant fines for CFC. There may also be sanctions against individual employees including substantial fines and prison sentences. These laws also apply to international operations and transactions related to imports into and exports from the United States. Employees involved in any dealings with competitors are expected to know that U.S. and foreign antitrust laws may apply to their activities and to consult with CFC’s lawyer prior to negotiating with or entering into any arrangements with a competitor.

“Antitrust laws are vigorously enforced.”

Follow the Rules in Using or Working with Former Government Personnel
U.S. government laws and regulations governing the employment of or services from former military and civilian government personnel prohibit conflicts of interest (“working both sides of the street”). These laws and rules must be fully and faithfully observed.

Follow the Law and Use Common Sense in Political Contributions and Activities
Federal law prohibits corporations from donating corporate funds, goods, or services – directly or indirectly – to candidates for federal offices. This includes employees’ work time. As a matter of policy we will not make political contributions in foreign countries.

Carefully Bid, Negotiate, and Perform Contracts
We must comply with the laws and regulations that govern the acquisition of goods and services by our customers. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.

If you are involved in proposals, bid preparations, or contract negotiations, you must be certain that all statements, communications, and representations to prospective customers are accurate and truthful. Once awarded, all contracts must be performed in compliance with specifications, requirements, and clauses.

“We will compete fairly and ethically for all business opportunities.”

Avoid Illegal and Questionable Gifts or Favors
Federal, state and local government departments and agencies are governed by laws and regulations concerning acceptance by their employees of entertainment, meals, gifts, gratuities, and other things of value from firms and persons with whom those departments and agencies do business or over whom they have regulatory authority. It is the general policy of CFC to strictly comply with those laws and regulations. With regard to all federal Executive Branch employees and any other government employees who work for customers or potential customers of the Corporation, it is the policy of CFC to prohibit its employees from giving things of value. Permissible exceptions are offering CFC advertising or promotional items of nominal value such as a coffee mug, calendar, or similar item displaying the CFC logo, and providing modest refreshments such as soft drinks, coffee, and donuts on an occasional basis in connection with business activities. “Nominal value” is $10.00 or less. (Note: Even though this policy may be more restrictive than the U.S. Government’s own policy with regard to federal Executive Branch employees, this policy shall govern the conduct of all CFC employees.) Legislative, judicial, and state and local government personnel are subject to different restrictions; both the regulations and corporate policies pertaining to them must be consulted before courtesies are offered.

To Non-Government Personnel:
As long as it doesn’t violate the standards of conduct of the recipient’s organization, it’s an acceptable practice to provide meals, refreshments, and entertainment of reasonable value in conjunction with business discussions with non-government personnel. Gifts, other than those of reasonable value ($50.00 or less), to private individuals or companies are prohibited unless specifically approved by the CFC Chief Executive Officer (CEO) or the CEO of an operating company or subsidiary, or given in a traditional Tlingit ceremony.

To CFC Personnel:
CFC employees may accept meals, refreshments, or entertainment of nominal value in connection with business discussions. While it is difficult to define “nominal” by means of a specific dollar amount, a common sense determination should indicate what would be considered lavish, extravagant, or frequent. It is the personal responsibility of each employee to ensure that his or her acceptance of such meals, refreshments, or entertainment is proper and could not reasonably be construed in any way as an attempt by the offering party to secure favorable treatment.

It is the personal responsibility of each employee…

CFC Employees are not permitted to accept funds in any form or amount, or any gift that has retail or exchange value of $50 or more from individuals, companies, or representatives of companies having or seeking business relationships with CFC. Gifts given in a traditional Tlingit ceremony to CFC Employees or Directors are acceptable. If you have any questions about the propriety of a gift, gratuity, or item of value, contact your CEO.

If you buy goods or services for CFC, or are involved in the procurement process, you must treat all suppliers uniformly and fairly. In deciding among competing suppliers, you must objectively and impartially weigh all facts and avoid even the appearance of favoritism. Established routines and procedures should be followed in the procurement of all goods and services.

Steer Clear of Conflicts of Interest
Playing favorites or having conflicts of interest – in practice or in appearance – runs counter to the fair treatment to which we are all entitled. Avoid any relationship, influence, or activity that might impair, or even appear to impair, your ability to make objective and fair decisions when performing your job. When in doubt, share the facts of the situation with your supervisor, the corporate attorney, or the CEO.

“When in doubt, share the facts of the situation with your supervisor, the corporate attorney, or the CEO.”

Here are some ways a conflict of interest could arise:
• Employment by a competitor or potential competitor, regardless of the nature of the employment, while employed by CFC
• Acceptance of gifts, payment, or services from those seeking to do business with CFC
• Placement of business with a firm owned or controlled by an employee or his/her family
• Ownership of, or substantial interest in, a company which is a competitor or a supplier
• Acting as a consultant to a CFC customer or supplier

Maintain the Integrity of Consultants, Agents, and Representatives
Business integrity is a key standard for the selection and retention of those who represent CFC. Agents, representatives, and consultants must pledge their willingness to comply with CFC’s policies and procedures and must never be retained to circumvent our values and principles.

Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage in government procurement and could result in violations of law.

“Agents, representatives, and consultants must pledge their willingness to comply with CFC’s policies and procedures”

Protect Proprietary Information
Proprietary company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers, and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.

“Keep proprietary documents protected and secure.”

Obtain and Use Company and Customer Assets Wisely
Proper use of company and customer property, facilities, and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse. Be cost-conscious and alert to opportunities for improving performance while reducing costs. The use of company time, material, or facilities for purposes not directly related to company business, or the removal or borrowing of company property without permission, is prohibited.

All employees are responsible for complying with requirements of software copyright licenses related to software packages used in fulfilling job requirements.

“Use and maintain...assets with the utmost care and respect”

WARNING SIGNS

You’re On Thin Ethical Ice When You Hear…
• “Well, maybe just this once…”
• “No one will ever know…”
• “It doesn’t matter how it gets done as long as it gets done.”
• “It sounds too good to be true.”
• “Everyone does it.”
• “Shred that document.”
• “We can hide it.”
• “No one will get hurt.”
• “What’s in it for me?”
• “This will destroy the competition.”
• “We didn’t have this conversation.”
You can probably think of many more phrases that raise warning flags.

All Cape Fox Corporation employees must sign the Ethics Certificate. This is a requirement for employment.

Please sign and date the Ethics Certificate and return it to:

David Landis
Ethics and Compliance Officer
Cape Fox Corporation
P.O. Box 8558
Ketchikan, Alaska 99901