The Domini Funds’ Proxy Voting Policies and Procedures are available, free of charge, by calling 1-800-762-6814, by visiting www.domini.com/shareholder-advocacy/Proxy-Voting/index.htm, or by visiting the EDGAR database on the Securities and Exchange Commission's (SEC) website at www.sec.gov. All proxy votes cast for the Domini Funds are posted to Domini's website on an ongoing basis over the course of the year. An annual record of all proxy votes cast for the Funds during the most recent 12-month period ended June 30 can be obtained, free of charge, at www.domini.com, and on the EDGAR database on the SEC's website at www.sec.gov.
The Domini Funds will file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Domini Funds' Forms N-Q will be available on the EDGAR database on the SEC's website at www.sec.gov. These Forms may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The information on Form N-Q will also be available to be viewed at www.domini.com.
Domini Social Investments LLC
P.O. Box 9785
Providence, RI 02940-9785
1-800-582-6757
www.domini.com
![](https://capedge.com/proxy/N-CSR/0000950136-04-003280/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-04-003280/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-04-003280/spacer.gif) |
Investment Manager and Sponsor: Domini Social Investments LLC 536 Broadway, 7th Floor New York, NY 10012 | ![](https://capedge.com/proxy/N-CSR/0000950136-04-003280/spacer.gif) | Custodian: Investors Bank & Trust Company 200 Clarendon Street Boston, MA 02116 |
Investment Submanager: SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 | ![](https://capedge.com/proxy/N-CSR/0000950136-04-003280/spacer.gif) | Independent Registered Public Accounting Firm: KPMG LLP 99 High Street Boston, MA 02110 |
Distributor: DSIL Investment Services LLC 536 Broadway, 7th Floor New York, NY 10012 1-800-582-6757 | ![](https://capedge.com/proxy/N-CSR/0000950136-04-003280/spacer.gif) | Legal Counsel: Bingham McCutchen LLP 150 Federal Street Boston, MA 02110 |
Transfer Agent: PFPC Inc. 760 Moore Road King of Prussia, PA 19406 |
CUSIP# 257131102
Printed on recycled paper
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report on Form N-CSR, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, and principal
accounting officer.
(c) Not applicable.
(d) Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
John L. Shields, a member of the Audit Committee, has been determined by the
Board of Trustees of the registrant in its reasonable business judgment to meet
the definition of "audit committee financial expert" as such term is defined in
the instructions to Form N-CSR. In addition, Mr. Shields is an "independent"
member of the Audit Committee as defined in the instructions to Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
For the fiscal years ended July 31, 2004, and July 31, 2003, the aggregate audit
fees billed to the registrant by KPMG LLP ("KPMG") for professional services
rendered for the audits of the financial statements, or services that are
normally provided in connection with statutory and regulatory filings or
engagements for those fiscal years, are shown in the table below:
Fund 2004 2003
- ---- ---- ----
Domini Institutional Social Equity Fund $12,000 $11,000
(b) Audit-Related Fees
There were no audit-related fees billed by KPMG for services rendered for
assurance and related services to the registrant that were reasonably related to
the performance of the audit or review of the registrant's financial statements,
but not reported as audit fees, for the fiscal years ended July 31, 2004, and
July 31, 2003.
There were no audit-related fees billed by KPMG for the fiscal years ended July
31, 2004, and July 31, 2003, that were required to be approved by the
registrant's Audit Committee for services rendered on behalf of Domini Social
Investments LLC and entities controlling, controlled by, or under common control
with Domini Social Investments LLC (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser) that provide ongoing services to the registrant ("Service
Providers").
(c) Tax Fees
In each of the fiscal years ended July 31, 2004, and July 31, 2003, the
aggregate tax fees billed by KPMG for professional services rendered for tax
compliance, tax advice, and tax planning for the registrant are shown in the
table below:
Fund 2004 2003
- ---- ---- ----
Domini Institutional Social Equity Fund $4,750 $6,200
There were no tax fees billed by KPMG for the fiscal years ended July 31, 2004
and July 31, 2003, that were required to be approved by the registrant's Audit
Committee for services rendered on behalf of the registrant's Service Providers.
(d) All Other Fees
There were no other fees billed by KPMG for the fiscal years ended July 31,
2004, and July 31, 2003, for other non-audit services rendered to the
registrant.
There were no other fees billed by KPMG for the fiscal years ended July 31,
2004, and July 31, 2003, that were required to be approved by the registrant's
Audit Committee for other non-audit services rendered on behalf of the
registrant's Service Providers.
(e)(1) The registrant's Audit Committee must pre-approve all audit and non-audit
services provided by KPMG relating to the operations or financial reporting of
the registrant and all non-audit services provided by KPMG to the registrant's
Service Providers if the engagement relates directly to the operations and
financial reporting of the registrant. Prior to the commencement of any audit or
non-audit services, the Audit Committee reviews the services to determine
whether they are appropriate and permissible under applicable law.
(e)(2) None, or 0%, of the services relating to the audit-related fees, tax
fees, and all other fees paid by the registrant disclosed above were approved by
the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X (which permits audit committee approval after the start of the
engagement with respect to services other than audit review or attest services,
if certain conditions are satisfied).
(f) According to KPMG for the fiscal year ended July 31, 2004, the percentage of
hours spent on the audit of the registrant's financial statements for the most
recent fiscal year that were attributed to work performed by persons who are not
full-time, permanent employees of KPMG is as follows:
Fund 2004
- ---- ----
Domini Institutional Social Equity Fund 0%
(g) There were no non-audit fees billed by KPMG, the registrant's accountant,
for services rendered to the registrant's Service Providers for the last two
fiscal years of the registrant. The aggregate non-audit fees billed by KPMG for
services rendered to the registrant for the fiscal year ended July 31, 2004,
were $4,750, and for the fiscal year ended July 31, 2003, were $6,200.
(h) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is included as part of the report to stockholders
filed under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Board of Trustees of the registrant has adopted procedures by which
shareholders may submit recommendations for nominees to the registrant's Board.
The shareholder must submit any such recommendation in writing to the
registrant, to the attention of the Secretary, at the address of the principal
executive offices of the registrant. A shareholder recommendation must include:
(i) certain identifying information regarding the nominee; (ii) the written and
signed consent of the candidate proposed as a nominee; (iii) the name of the
recommending shareholder; (iv) the number of shares owned beneficially and of
record by the recommending shareholder; and (v) a description of all
arrangements or understandings between the recommending shareholder and the
candidate and any other person or persons (including their names) pursuant to
which the recommendation is being made by the recommending shareholder.
ITEM 10. CONTROLS AND PROCEDURES.
(a) Within 90 days prior to the filing of this report on Form N-CSR, Amy L.
Domini, the registrant's President and Principal Executive Officer, and Carole
M. Laible, the registrant's Treasurer and Principal Financial Officer, reviewed
the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
of the Investment Company Act of 1940) and evaluated their effectiveness. Based
on their evaluation, Ms. Domini and Ms. Laible determined that the disclosure
controls and procedures adequately ensure that information required to be
disclosed
by the registrant in this report on Form N-CSR is recorded, processed,
summarized, and reported within the time periods required by the Securities and
Exchange Commission's rules and forms.
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
that occurred during the registrant's second fiscal half-year that have
materially affected, or are reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 11. EXHIBITS.
(a)(1) The Code of Ethics referred to in Item 2 is filed herewith.
(a)(2) Separate certifications required by Rule 30a-2(a) under the Investment
Company Act of 1940 for each principal executive officer and principal financial
officer of the registrant are filed herewith.
(a)(3) Not applicable to the registrant.
(b) A single certification required by Rule 30a-2(b) under the Investment
Company Act of 1940, Rule 13a-14b or Rule 15d-14(b) under the Securities
Exchange Act of 1934, and Section 1350 of Chapter 63 of Title 18 of the United
States Code for the chief executive officer and the chief financial officer of
the registrant is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DOMINI INSTITUTIONAL TRUST
By: /s/ Amy L. Domini
------------------------------
Amy L. Domini
President
Date: October 6, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Amy L. Domini
------------------------------
Amy L. Domini
President (Principal Executive Officer)
Date: October 6, 2004
By: /s/ Carole M. Laible
------------------------------
Carole M. Laible
Treasurer (Principal Financial Officer)
Date: October 6, 2004