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, 2005, and July 31, 2004, 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:
![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif)
![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) |
Fund | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | | 2005 | | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | | 2004 | |
Domini Institutional Social Equity Fund | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | $ | 12,750 | | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | $ | 12,000 | |
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(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, 2005, and July 31, 2004.
There were no audit-related fees billed by KPMG for the fiscal years ended July 31, 2005, and July 31, 2004, 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, 2005, and July 31, 2004, 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:
![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif)
![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) |
Fund | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | | 2005 | | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | | 2004 | |
Domini Institutional Social Equity Fund | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | $ | 5,000 | | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | $ | 4,750 | |
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There were no tax fees billed by KPMG for the fiscal years ended July 31, 2005 and July 31, 2004, 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, 2005, and July 31, 2004, for other non-audit services rendered to the registrant.
There were no other fees billed by KPMG for the fiscal years ended July 31, 2005, and July 31, 2004, 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, 2005, 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:
![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif)
![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) |
Fund | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | | 2005 | |
Domini Institutional Social Equity Fund | ![](https://capedge.com/proxy/N-CSR/0000950136-05-006261/spacer.gif) | | 0 | % |
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(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, 2005, were $5,000, and for the fiscal year ended July 31, 2004, were $4,750.
(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. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to the registrant.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to the registrant.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which shareholders may submit recommendations for nominees to the registrant's Board of Trustees.
Item 11. 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 12. 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 5, 2005
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 5, 2005
By: /s/ Carole M. Laible
Carole M. Laible
Treasurer (Principal Financial Officer)
Date: October 5, 2005