EX-99.CODE ETH
CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
OF DOMINION FUNDS, INC.
This amendment to the Dominion Funds, Inc. Code of Ethics adds provisions to
comply with the Sarbanes-Oxley Act of 2002, and is in addition to the Code of
Ethics adopted in compliance with Rule 17j-l under the Investment Company Act of
1940. This Code of Ethics for Principal Executive and Senior Financial Officers
(referred to in this document as the "Code" for purposes of this section) is
being adopted by Dominion Funds, Inc. (the "Company"), on behalf of its series
(the "Fund") to effectuate compliance with Section 406 under the Sarbanes-Oxley
Act of 2002 and the rules adopted pursuant to Section 406. This Code applies to
the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions ("Covered Officers"). A listing of positions currently within the
ambit of Covered Officers is attached as EXHIBIT A.(1)
1. Purpose of the Code
This Code sets forth standards and procedures that are reasonably designed to
deter wrongdoing and promote:
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 U.S. Securities and Exchange Commission ("SEC") and in
other public communications made by the Company;
o Compliance with applicable governmental laws, rules and
regulations;
o The prompt internal reporting of violations of this Code to
the Code Administrator identified below; and
o Accountability for adherence to this Code.
In general, the principles that govern honest and ethical conduct, including the
avoidance of conflicts of interest between personal and professional
relationships, reflect, at the minimum, the following: (1) the duty at all times
in performing any responsibilities as the Company financial officer, controller,
accountant or principal executive officer to place the interests of the Company
ahead of personal interests; (2) the fundamental standard that Covered Officers
should not take inappropriate advantage of their positions; (3) the duty to
assure that the Company's financial statements and reports to its shareholders
are prepared honestly and accurately in accordance with applicable rules,
regulations and accounting standards; and (4) the duty to conduct the Company's
business and affairs in an honest and ethical manner. Each Covered Officer
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
This Code provides examples of conflicts of interest under the 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 the Company.
2. Prohibitions
The specific provisions and reporting requirements of this Code are concerned
primarily with promoting honest and ethical conduct and avoiding conflicts of
interest in personal and professional relationships.
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(1) The obligations imposed by this Code on Covered Officers are separate from
and in addition to any obligations that may be imposed on such persons as
Covered Persons under the Code of Ethics adopted by the Company, under Rule
17j-1 of the Investment Company Act of 1940, as amended, and any other code of
conduct applicable to Covered Officers in whatever capacity they serve. This
Code does not incorporate by reference any provisions of the Rule 17j-1 Code of
Ethics and accordingly, any violations or waivers granted under the Rule 17j-1
Code of Ethics will not be considered a violation or waiver under this Code.
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(a) No Covered Officer may use information concerning the business
and affairs of a Fund, including the investment intentions of a Fund, or use his
or her ability to influence such investment intentions, for personal gain to
himself or herself, his or her family or friends or any other person or in a
manner detrimental to the interests of a Fund or its shareholders.
(b) No Covered Officer may use his or her personal influence or
personal relationships to influence the preparation and issuance of financial
reports of a Fund whereby the Covered Officer would benefit personally to the
detriment of the Fund and its shareholders.
(c) No Covered Officer shall intentionally for any reason take any
action or fail to take any action in connection with his or her official acts on
behalf of a Fund that causes the Fund to violate applicable laws, rules and
regulations.
(d) No Covered Officer shall, in connection with carrying out his
or her official duties and responsibilities on behalf of a Fund:
(i) Employ any device, scheme or artifice to defraud a
Fund or its shareholders;
(ii) Intentionally cause a Fund to make any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances
under which they are made, not misleading in its official documents,
regulatory filings, financial statements or communications to the
public;
(iii) Engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit upon any Fund or
its shareholders;
(iv) Engage in any manipulative practice with respect to
any Fund;
(v) Use his or her personal influence or personal
relationships to influence any business decision, investment decisions,
or financial reporting by a Fund whereby the Covered Officer would
benefit personally to the detriment of the Fund or its shareholders;
(vi) Intentionally cause a Fund to fail to comply with
applicable laws, rules and regulations, including failure to comply
with the requirement of full, fair, accurate, understandable and timely
disclosure in reports and documents that a Fund files with, or submits
to, the SEC and in other public communications made by the Fund;
(vii) Intentionally mislead or omit to provide material
information to a Fund's independent auditors or to the Company's Board
of Directors or the officers of the Company or its investment adviser
in connection with financial reporting matters;
(viii) Fail to notify the Code Administrator or the Chief
Executive Officer of the Company or its investment adviser promptly if
he or she becomes aware of any existing or potential violations of this
Code or applicable laws;
(ix) Retaliate against others for, or otherwise discourage
the reporting of, actual or apparent violations of this Code; or
(x) Fail to acknowledge or certify compliance with this
Code if requested to do so.
3. Reports of Conflicts of Interests
If a Covered Officer becomes aware of a conflict of interest under this Code or,
to the Covered Officer's reasonable belief, the appearance of one, he or she
must immediately report the matter to the Code's Administrator. If the Code
Administrator is involved or believed to be involved in the conflict of interest
or appearance of conflict of interest, the Covered Officer shall report the
matter directly to the Company's Chief Executive Officer.
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Upon receipt of a report of a conflict, the Code Administrator will take prompt
steps to determine whether a conflict of interest exists. If the Code
Administrator determines that an actual conflict of interest exists, the Code
Administrator will take steps to resolve the conflict. If the Code Administrator
determines that the appearance of a conflict exists, the Code Administrator will
take appropriate steps to remedy such appearance. If the Code Administrator
determines that no conflict or appearance of a conflict exists, the Code
Administrator shall meet with the Covered Officer to advise him or her of such
finding and of his or her reason for taking no action. In lieu of determining
whether a conflict or appearance of conflict exists, the Code Administrator may
in his or her discretion refer the matter to the Company's Board of Directors.
4. Waivers
Any Covered Officer requesting a waiver of any of the provisions of this Code
must submit a written request for such waiver to the Code Administrator, setting
forth the basis of such request and all necessary facts upon which such request
can be evaluated. The Code Administrator shall review such request and make a
written determination thereon, which shall be binding. The Code Administrator
may in reviewing such request, consult at his discretion with legal counsel to
the Fund.
In determining whether to waive any of the provisions of this Code, the Code
Administrator shall consider whether the proposed waiver:
(i) Is prohibited by this Code;
(ii) Is consistent with honest and ethical conduct; and
(iii) Will result in a conflict of interest between the Covered
Officer's personal and professional obligations to a Fund.
In lieu of determining whether to grant a waiver, the Code Administrator in his
or her discretion may refer the matter to the appropriate Company's Board of
Directors.
5. Reporting Requirements
(a) Each Covered Officer shall, upon becoming subject to this
Code, be provided with a copy of this Code and shall affirm in writing that he
or she has received, read, understands and shall adhere to this Code.
(b) At least annually, all Covered Officers shall be provided with
a copy of this Code and shall certify that they have read and understand this
Code and recognize that they are subject thereto.
(c) At least annually, all Covered Officers shall certify that
they have complied with the requirements of this Code and that they have
disclosed or reported any violations of this Code to the Code Administrator or
the Chief Executive Officer of the Company or its investment adviser.
(d) The Code Administrator shall submit a quarterly report to the
Board of Directors of the Company containing (i) a description of any report of
a conflict of interest or apparent conflict and the disposition thereof; (ii) a
description of any request for a waiver from this Code and the disposition
thereof; (iii) any violation of the Code that has been reported or found and the
sanction imposed; (iv) interpretations issued under the Code by the Code
Administrator; and (v) any other significant information arising under the Code
including any proposed amendments.
(e) Each Covered Officer shall notify the Code Administrator
promptly if he or she knows of or has a reasonable belief that any violation of
this Code has occurred or is likely to occur. Failure to do so is itself a
violation of this Code.
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(f) Any changes to or waivers of this Code, including "implicit"
waivers as defined in applicable SEC rules, will, to the extent required, be
disclosed by the Code Administrator or his or her designee as provided by
applicable SEC rules.(2)
6. Annual Renewal
At least annually, the Board of Directors of the Company shall review the Code
and determine whether any amendments are necessary or desirable, and shall
consider whether to renew and/or amend the Code.
7. Sanctions
Any violation of this Code of Ethics shall be subject to the imposition of such
sanctions by the Company as may be deemed appropriate under the circumstances to
achieve the purposes of this Code and may include, without limitation, a letter
of censure, suspension from employment or termination of employment, in the sole
discretion of the Company.
8. Administration and Construction
(a) The administration of this Code of Ethics shall be the
responsibility of the "Code Administrator" of this Code, acting under the terms
of this Code and the oversight of the Directors of the Company.
(b) The duties of such Code Administrator will include:
(i) Continuous maintenance of a current list of the names
of all Covered Officers;
(ii) Furnishing all Covered Officers a copy of this Code
and initially and periodically informing them of their duties and
obligations there under;
(iii) Maintaining or supervising the maintenance of all
records required by this Code, including records of waivers granted
hereunder;
(iv) Issuing interpretations of this Code which appear to
the Code Administrator to be consistent with the objectives of this
Code and any applicable laws or regulations;
(v) Conducting such inspections or investigations as
shall reasonably be required to detect and report any violations of
this Code, with his or her recommendations, to the Chief Executive
Officer of the Company and to the Directors of the Company or any
committee appointed by them to deal with such information; and
(vi) Periodically conducting educational training programs
as needed to explain and reinforce the terms of this Code.
(c) In carrying out the duties and responsibilities described
under this Code, the Code Administrator may consult with legal counsel, who may
include legal counsel to the applicable Funds, and such other persons as the
Administrator shall deem necessary or desirable. The Code Administrator shall be
protected from any liability hereunder or under any applicable law, rule or
regulation, for decisions made in good faith based upon his or her reasonable
judgment.
9. Required Records
The Administrator shall maintain and cause to be maintained in an easily
accessible place, the following records for the period required by applicable
SEC rules (currently six years following the end of the fiscal year of the
Company in which the applicable event or report occurred):
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(2) An "implicit waiver" is the failure to take action within a reasonable
period of time regarding a material departure from a provision of this Code that
has been made known to the Code Administrator.
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(a) A copy of any Code which has been in effect during the period;
(b) A record of any violation of any such Code and of any action
taken as a result of such violation, during the period;
(c) A copy of each annual report pursuant to the Code made by a
Covered Officer during the period;
(d) A copy of each report made by the Code Administrator pursuant
to this Code during the period;
(e) A list of all Covered Officers who are or have been required
to make reports pursuant to this Code during the period, plus those person(s)
who are or were responsible for reviewing these reports;
(f) A record of any request to waive any requirement of this Code,
the decision thereon and the reasons supporting the decision; and
(g) A record of any report of any conflict of interest or
appearance of a conflict of interest received by the Code Administrator or
discovered by the Code Administrator during the period, the decision thereon and
the reasons supporting the decision.
10. Amendments and Modifications
This Code may not be amended or modified except by an amendment in writing that
is approved or ratified by a majority vote of the Independent Directors of the
Company.
11. Confidentiality
This Code is identified for the internal use of the Funds. Reports and records
prepared or maintained under this Code are considered confidential and shall be
maintained and protected accordingly to the extent permitted by applicable laws,
rules and regulations. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the Directors of the Company
and its counsel and the independent auditors of the Company, except as such
disclosure may be required pursuant to applicable judicial or regulatory
process.
Dated as of:
June 30, 2004
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EXHIBIT A
Dominion Funds, Inc. (the "Company")
Positions Covered by this Code of Ethics for Senior Officers:
Principal Executive Officer
Principal Financial Officer
Compliance Officer and Code Administrator
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