Exhibit 11(a)(1)
DOMINI SOCIAL INDEX PORTFOLIO
DOMINI SOCIAL INVESTMENT TRUST
DOMINI INSTITUTIONAL TRUST
CODE OF ETHICS FOR PURPOSES OF
SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002
DATED AS OF JULY 31, 2003
I. COVERED OFFICERS/PURPOSE OF THIS CODE
This code of ethics (this "Code") for purposes of Section 406 of the
Sarbanes-Oxley Act of 2002 has been adopted by each of the investment companies
listed above (collectively, the "Funds" and each, a "Fund") and applies to each
Fund's principal executive officer, principal financial officer, and principal
accounting officer (collectively, the "Covered Officers" and each, a "Covered
Officer"), each of whom is set forth on Exhibit A, for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely, and understandable disclosure in reports
and documents that a Fund files with, or submits to, the Securities
and Exchange Commission (the "SEC"), and in other public
communications made by a Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of this Code to an
appropriate person or persons identified in this Code; and
o accountability for adherence to this Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, a Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his or her family, receives improper personal benefits as a result of his or her
position with a Fund.
Certain conflicts of interest arise out of the relationships between Covered
Officers and a Fund and already are subject to conflict of interest provisions
in the Investment Company Act of 1940 (including the regulations thereunder, the
"Investment Company Act") and the Investment Advisers Act of 1940 (including the
regulations thereunder, the "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)
2
with a Fund because of their status as "affiliated persons" of such Fund. The
compliance programs and procedures of each Fund and of Domini Social Investments
LLC, its investment adviser and administrator ( "Domini"), are designed to
prevent, or identify and correct, violations of these provisions. This Code 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. See also Section
V of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between a
Fund and Domini, of which the Covered Officers are also officers or employees.
As a result, this Code recognizes that the Covered Officers will, in the normal
course of their duties (whether for a Fund or for Domini, or for both), be
involved in establishing policies and implementing decisions that will have
different effects on Domini and a Fund. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
a Fund and Domini and is consistent with the performance by the Covered Officers
of their duties as officers of a Fund. Thus, if performed in conformity with the
provisions of the Investment Company Act and the Investment Advisers Act, such
activities will be deemed to have been handled ethically. In addition, it is
recognized by each Fund's Board of Trustees (the "Board") that the Covered
Officers may also be officers or employees of one or more other investment
companies covered by this or other codes and that service, by itself, does not
give rise to a conflict of interest.
Other conflicts of interest are covered by this Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under this Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of a Fund.
Each Covered Officer must not:
o use his or her personal influence or personal relationships improperly
to influence investment decisions or financial reporting by a Fund
whereby such Covered Officer would benefit personally to the detriment
of such Fund;
o cause a Fund to take action, or fail to take action, for the
individual personal benefit of such Covered Officer rather than the
benefit of such Fund; or
o retaliate against any other Covered Officer or any employee of a Fund
or its affiliated persons for reports of potential violations that are
made in good faith.
There are some conflict of interest situations that should always be discussed
with and approved by Domini's General Counsel if material. Examples of these
include:(1)
- -------------
(1) Please note that any activity or relationship that would present a conflict
for a Covered Officer would likely also present a conflict for such Covered
Officer if a member of such Covered Officer's family engages in such an activity
or has such a relationship. This should not be considered an exhaustive list of
every possible type of conflict of interest that might arise and should be
discussed with Domini's General Counsel. Additional conflicts of interest are
covered by Domini's Code of Ethics, and are not described here.
3
o service as a director of a company (other than a Fund) that files or
is required to file with the SEC periodic reports under Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (such as 10-Ks,
10-Qs, and 8-Ks);
o the receipt of any gift or gratuity from any person or entity that
does business with a Fund or has reasonably foreseeable prospective
business dealings with a Fund, other than:
(i) any gifts or gratuities received in any 90-day period from
any one person or business entity, or several related
persons or business entities, having an aggregate fair
market value of not more than $150;
(ii) travel, lodging, entertainment, food, and beverages provided
in connection with a business or professional meeting or
function; and
(iii) goods and services, such as investment research reports and
newsletters, that are used in the conduct of the business of
Domini;
o any ownership interest in, or any consulting or employment
relationship with, any of a Fund's service providers, other than
Domini or any affiliated person thereof; and
o a direct or indirect financial interest in commissions, transaction
charges, or spreads paid by a Fund for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from a Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Funds.
o Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about a Fund to others, whether within
or outside such Fund, including to such Fund's Board and auditors, and
to governmental regulators and self-regulatory organizations.
o Each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Funds and of Domini and, as applicable, the Funds' other
service providers, with the goal of promoting full, fair, accurate,
timely, and understandable disclosure in the reports and documents the
Funds file with, or submit to, the SEC, and in other public
communications made by the Funds.
o It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules,
and regulations.
4
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of this Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to each Board that he or she has
received, read, and understands this Code;
o annually thereafter affirm to each Board that he or she has complied
with the requirements of this Code; and
o notify Domini's General Counsel promptly if he or she knows of any
violation of this Code; failure to do so is itself a violation of this
Code.
Domini's General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers sought by any Covered Officer will be considered by the Audit Committee
of a Fund.(2)
The Funds will follow these procedures in investigating and enforcing this Code:
o the General Counsel will take all appropriate action to investigate
any potential violations reported to him/her;
o if, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take
any further action;
o any matter that the General Counsel believes is a violation will be
reported to the applicable Fund's Audit Committee in writing;
o if the Audit Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of Domini; or a recommendation to dismiss such
Covered Officer;
o the Audit Committee will be responsible for granting waivers, as it
deems appropriate; and
o any changes to or waivers 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 ethics adopted by the 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 Funds, Domini, the principal underwriter, or other service
providers govern or purport to govern the behavior or activities of the Covered
Officers who are subject to this Code, they are
- -------------
(2) Item 2 of Form N-CSR defines "waiver" as the "approval by the registrant of
a material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an executive
officer" of the registrant.
5
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Funds' and Domini's and the principal underwriter's
codes of ethics under Rule 17j-1 under the Investment Company Act and Domini's
more detailed policies and procedures contained in Domini's Code of Ethics
binder are separate requirements applying to the Covered Officers and others,
and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of each Board.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will 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 appropriate Board and its counsel and Domini.
VIII. INTERNAL USE
This Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund or Domini, as to any fact,
circumstance, or legal conclusion.
EXHIBIT A
Persons Covered by This Code of Ethics
- ---------------------------- -------------------------- -------------------------- --------------------------
FUND PRINCIPAL EXECUTIVE PRINCIPAL FINANCIAL PRINCIPAL ACCOUNTING
OFFICER OFFICER OFFICER
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
DOMINI SOCIAL INDEX Amy L. Domini, President Carole M. Laible, Carole M. Laible,
PORTFOLIO Treasurer Treasurer
- ---------------------------- -------------------------- -------------------------- --------------------------
DOMINI SOCIAL INVESTMENT Amy L. Domini, President Carole M. Laible, Carole M. Laible,
TRUST Treasurer Treasurer
- ---------------------------- -------------------------- -------------------------- --------------------------
DOMINI INSTITUTIONAL TRUST Amy L. Domini, President Carole M. Laible, Carole M. Laible,
Treasurer Treasurer
- ---------------------------- -------------------------- -------------------------- --------------------------
