As filed with the Securities and Exchange Commission on March 31, 2000.
Registration Nos. 33-29180
811-5823
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 17
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 19
DOMINI SOCIAL INVESTMENT TRUST*
(Exact Name of Registrant as Specified in Charter)
11 West 25th Street, New York, NY 10010
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 212-352-9200
Amy L. Domini
Domini Social Investments LLC
11 West 25th Street
New York, NY 10010
(Name and Address of Agent for Service)
Copy To:
Roger P. Joseph, Esq.
Bingham Dana LLP
150 Federal Street
Boston, Massachusetts 02110
It is proposed that this filing, and Post-Effective Amendment No. 16 under the
Securities Act of 1933 and Amendment No. 18 under the Investment Company Act of
1940, as filed by the Registrant on January 13, 2000, will become effective
April 30, 2000 pursuant to paragraph (b)(1)(iii) of Rule 485.
Domini Social Index Portfolio has also executed this registration statement.
- ------------------------------------
*Formerly, Domini Social Equity Fund.
<PAGE>
The Prospectus of Domini Social Equity Fund and Domini Social Bond Fund, as
filed by the Registrant pursuant to Rule 485(a) under the Securities Act of
1933, as amended (File No. 33-29180), with the Securities and Exchange
Commission on January 13, 2000, is incorporated in this Post-Effective
Amendment No. 17 by reference.
The Statement of Additional Information of Domini Social Equity Fund and Domini
Social Bond Fund, as filed by the Registrant pursuant to Rule 485(a) under the
Securities Act of 1933, as amended (File No. 33-29180), with the Securities and
Exchange Commission on January 13, 2000, is incorporated in this Post-Effective
Amendment No. 17 by reference.
<PAGE>
PART C
Item 23. Exhibits
* a(1) Amended and Restated Declaration of Trust of the Registrant.
** a(2) Certificate and Amendment No. 2 to Declaration of Trust of the
Registrant.
****** a(3) Forms of Amendments to Declaration of Trust of the Registrant.
** b(1) By-Laws of the Registrant, as amended October 6, 1997.
****** b(2) Form of Amended and Restated By-Laws of the Registrant.
****** d(1) Form of Management Agreement between the Registrant and Domini
Social Investments LLC ("DSIL") with respect to Domini Social Bond
Fund.
****** d(2) Form of Submanagement Agreement between DSIL and South Shore Bank
with respect to Domini Social Bond Fund.
****** e Form of Amended and Restated Distribution Agreement between the
Registrant and DSIL Investment Services LLC, as distributor.
**** g(1) Custodian Agreement between the Registrant and Investors Bank &
Trust Company, as custodian.
****** g(2) Form of Letter Agreement adding Domini Social Bond Fund to the
Custodian Agreement between the Registrant and Investors Bank &
Trust Company, as custodian.
***** h(1) Transfer Agency Agreement between the Registrant and First Data
Investor Services Group, Inc. ("First Data").
****** h(2) Form of Letter Agreement adding Domini Social Bond Fund to the
Transfer Agency Agreement between the Registrant and First Data.
****** h(3) Form of Expense Limitation Agreement with respect to Domini Social
Equity Fund.
****** h(4) Form of Expense Limitation Agreement with respect to Domini Social
Bond Fund.
****** h(5) Form of Administration Agreement between the Registrant and DSIL.
*** i Opinion and consent of counsel.
and
******
****** m Form of Amended and Restated Distribution Plan of the Registrant.
****** p Codes of Ethics
*** q Powers of Attorney.
and ****
- ------------------------
* Incorporated by reference from Post-Effective Amendment No. 7 to the
Registrant's Registration Statement as filed with the SEC on November
22, 1995.
** Incorporated by reference from Post-Effective Amendment No. 11 to the
Registrant's Registration Statement as filed with the SEC on November
25, 1997.
*** Incorporated by reference from Post-Effective Amendment No. 13 to the
Registrant's Registration Statement as filed with the SEC on September
29, 1999.
**** Incorporated by reference from Post-Effective Amendment No. 14 to the
Registrant's Registration Statement as filed with the SEC on November
23, 1999.
***** Incorporated by reference from Post-Effective Amendment No. 15 to the
Registrant's Registration Statement as filed with the SEC on November
30, 1999.
****** Incorporated by reference from Post-Effective Amendment No. 16 to the
Registrant's Registration Statement as filed with the SEC on January 13,
2000.
<PAGE>
Item 24. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 25. Indemnification
Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an exhibit to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement; and (b) Section 4 of the Amended and
Restated Distribution Agreement by and between the Registrant and DSIL
Investment Services LLC, filed as an exhibit to Post-Effective Amendment No. 16
to the Registrant's Registration Statement.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator and distributor are insured under an errors and
omissions liability insurance policy. The Registrant and its officers are also
insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940, as amended (the "1940 Act").
Item 26. Business and Other Connections of Investment Adviser
Domini Social Investments LLC ("DSIL") is a Massachusetts limited
liability company with offices at 11 West 25th Street, 7th Floor, New York, New
York 10010, and is registered as an investment adviser under the Investment
Advisers Act of 1940. The owners of DSIL are James Earl Brooks, Amy Lee Domini,
Peter D. Kinder, Steven D. Lydenberg, Sigward Moser and David P. Wieder.
Principal Employment during the
Name Business Address Past Two Fiscal Years
James E. Brooks Four Arlington Street President, Equity Resources Group,
Cambridge, MA 02140 Inc. (real estate investment)
Amy L. Domini 230 Congress Street CEO, Secretary and Treasurer,
Cambridge, MA 02110 Kinder, Lydenberg, Domini & Co.,
Inc. ("KLD") (investment adviser);
Trustee, Loring, Wolcott & Coolidge
(fiduciary)
Peter D. Kinder 11 West 25th Street President, KLD
New York, NY 10010
Steven D. Lydenberg 11 West 25th Street Director of Research, KLD
New York, NY 10010
Sigward Moser 11 West 25th Street President and Director,
New York, NY 10010 Communication House International,
Inc. (advertising agency)
David P. Wieder 11 West 25th Street President, Director, Equity Owner
New York, NY 10010 and Chairman, Fundamental
Shareholder Services, Inc.;
Secretary, Fundamental Portfolio
Advisors (investment adviser);
Registered Representative,
Fundamental Service Corp.
(broker-dealer)
Item 27. Principal Underwriters
(a) DSIL Investment Services LLC is the distributor for the
Registrant. DSIL Investment Services LLC serves as the
<PAGE>
distributor or placement agent for the following other registered
investment companies:
Domini Social Equity Fund, Domini Institutional Social Equity
Fund and Domini Social Index Portfolio.
(b) The information required by this Item 27 with respect to each
director or officer of DSIL Investment Services LLC is
incorporated herein by reference from Schedule A of Form BD
(File No. 008-44763) as filed by DSIL Investment Services LLC
pursuant to the Securities Exchange Act of 1934.
(c) Not applicable.
Item 28. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the offices of the Registrant and at the following locations:
Name: Address:
Domini Social Investments LLC 11 W. 25th Street (manager)
New York, NY 10010
DSIL Investment Services LLC 11 W. 25th Street (distributor)
New York, NY 10010
Investors Bank & Trust Company 200 Clarendon Street (custodian)
Boston, MA 02116
First Data 4400 Computer Drive (transfer agent)
Westborough, MA 01581
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement under Rule
485(b) under the Securities Act and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and Commonwealth
of Massachusetts on the 30th day of March, 2000.
DOMINI SOCIAL INVESTMENT TRUST
By:
Amy L. Domini
-------------------------------------
Amy L. Domini
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated below on March 30, 2000.
Signature Title
Amy L. Domini President (Principal Executive Officer) and
- ------------------------ Trustee of Domini Social Investment Trust
Amy L. Domini
Carole M. Laible Treasurer (Principal Accounting and
- ------------------------ Financial Officer) of Domini Social
Carole M. Laible Investment Trust
Julia Elizabeth Harris* Trustee of Domini Social Investment Trust
- ------------------------
Julia Elizabeth Harris
Kirsten S. Moy* Trustee of Domini Social Investment Trust
- ------------------------
Kirsten S. Moy
William C. Osborn* Trustee of Domini Social Investment Trust
- ------------------------
William C. Osborn
Karen Paul* Trustee of Domini Social Investment Trust
- ------------------------
Karen Paul
Gregory A. Ratliff* Trustee of Domini Social Investment Trust
- ------------------------
Gregory A. Ratliff
<PAGE>
Timothy H. Smith* Trustee of Domini Social Investment Trust
- ------------------------
Timothy H. Smith
Frederick C. Williamson, Sr.* Trustee of Domini Social Investment Trust
- ------------------------
Frederick C. Williamson, Sr.
*By:
Amy L. Domini
- ------------------------
Amy L. Domini
Executed by Amy L. Domini on
behalf of those indicated
pursuant to Powers of Attorney.
<PAGE>
SIGNATURES
Domini Social Index Portfolio has duly caused this Post-Effective
Amendment to the Registration Statement on Form N-1A (File No. 33-29180) of
Domini Social Investment Trust to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 30th day of March, 2000.
DOMINI SOCIAL INDEX PORTFOLIO
By:
Amy L. Domini
-------------------------------------
Amy L. Domini
President of Domini Social Index Portfolio
This Post-Effective Amendment to the Registration Statement on Form N-1A
of Domini Social Investment Trust has been signed below by the following
persons in the capacities indicated below on March 30, 2000.
Signature Title
Amy L. Domini President (Principal Executive Officer) and
- ------------------------ Trustee of Domini Social Index Portfolio
Amy L. Domini
Carole M. Laible Treasurer (Principal Accounting and
- ------------------------ Financial Officer) of Domini Social Index
Carole M. Laible Portfolio
Julia Elizabeth Harris* Trustee of Domini Social Index Portfolio
- ------------------------
Julia Elizabeth Harris
Kirsten S. Moy* Trustee of Domini Social Index Portfolio
- ------------------------
Kirsten S. Moy
William C. Osborn* Trustee of Domini Social Index Portfolio
- ------------------------
William C. Osborn
Karen Paul* Trustee of Domini Social Index Portfolio
- ------------------------
Karen Paul
Gregory A. Ratliff* Trustee of Domini Social Index Portfolio
- ------------------------
Gregory A. Ratliff
Timothy H. Smith* Trustee of Domini Social Index Portfolio
- ------------------------
Timothy H. Smith
<PAGE>
Frederick C. Williamson, Sr.* Trustee of Domini Social Index Portfolio
- -------------------------
Frederick C. Williamson, Sr.
*By:
Amy L. Domini
- ------------------------
Amy L. Domini
Executed by Amy L. Domini on behalf of
those indicated pursuant to Powers of
Attorney.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
p Codes of Ethics
Exhibit p
CODE OF ETHICS FOR
DOMINI SOCIAL EQUITY FUND
DOMINI INSTITUTIONAL TRUST
DOMINI SOCIAL INDEX PORTFOLIO
Revised January 14, 2000
Domini Social Equity Fund, Domini Institutional Trust and Domini Social
Index Portfolio, each on behalf of its current and future series (each, an
"Investment Company"; collectively, the "Investment Companies") have each
determined to adopt this Code of Ethics (the "Code") as of January 14, 2000, to
specify and prohibit certain types of personal securities transactions deemed
to create a conflict of interest and to establish reporting requirements and
preventive procedures pursuant to the provisions of Rule 17j1(c) under the
Investment Company Act of 1940 (the "1940 Act").
1. DEFINITIONS
A An "Access Person" means (i) any Trustee, Director, officer or
Advisory Person (as defined below) of the Investment Company or
any investment adviser thereof, or (ii) any director or officer
of a principal underwriter of the Investment Company who, in the
ordinary course of his or her business, makes, participates in
or obtains information regarding the purchase or sale of
securities for the Investment Company for which the principal
underwriter so acts or whose functions or duties as part of the
ordinary course of his or her business relate to the making of
any recommendation to the Investment Company regarding the
purchase or sale of securities; or (iii) notwithstanding the
provisions of clause (i) above, where the investment adviser is
primarily engaged in a business or businesses other than
advising registered investment companies or other advisory
clients (as determined in accordance with Rule 17j-1 of the 1940
Act), any trustee, director, officer or Advisory Person of the
investment adviser who, with respect to the Investment Company,
makes any recommendation or participates in the determination of
which recommendations shall be made, or whose principal function
or duties relate to the determination of which recommendations
shall be made to the Investment Company or who in connection
with his or her duties, obtains any information concerning
securities recommendations being made by such investment adviser
to the Investment Company.
B An "Advisory Person" means (i) any employee of the Investment
Company or any investment adviser or investment manager thereof
(or of any company in a control relationship to the Investment
<PAGE>
Company or such investment adviser), who, in connection with his
or her regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of securities
by the Investment Company or whose functions relate to any
recommendations with respect to such purchases or sales and (ii)
any natural person in a control relationship with the Investment
Company or adviser who obtains information regarding the
purchase or sale of securities (or any recommendation with
respect thereto).
C A "Portfolio Manager" means any person or persons with the
direct responsibility and authority to make investment decisions
affecting the Investment Company.
D "Access Persons," "Advisory Persons" and "Portfolio Managers"
shall not include any individual who is required to file reports
with any investment adviser, subadviser, administrator or the
principal underwriter pursuant to a code of ethics described in
Section V and found by the Trustees to be substantially in
conformity with Rule 17j-1 of the 1940 Act.
E "Beneficial Ownership" shall be interpreted subject to the
provisions of Rule 16a-1(a) (exclusive of Section (a)(1) of such
Rule) of the Securities Exchange Act of 1934.
F "Control" shall have the same meaning as set forth in Section
2(a)(9) of the 1940 Act.
G "Disinterested Trustee" means a Trustee who is not an
"interested person" of the Investment Company within the meaning
of Section 2(a)(19) of the 1940 Act. An "interested person"
includes any person who is a trustee, director, officer or
employee of any investment adviser of the Investment Company, or
owner of 5% or more of the outstanding stock of any investment
adviser of the Investment Company. Affiliates of brokers or
dealers are also "interested persons", except as provided in
Rule 2(a)(19)(1) under the 1940 Act.
H "Review Officer" is the person designated by the Investment
Company's Board of Trustees to monitor the overall compliance
with this Code. In the absence of any such designation the
Review Officer shall be the Treasurer or any Assistant Treasurer
of the Investment Company.
I "Preclearance Officer" is the person designated by the
Investment Company's Board of Trustees to provide preclearance
of any personal security transaction as required by this Code.
<PAGE>
J "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security or the
purchase or sale of a future or index on a security or option
thereon.
K "Security" shall have the meaning as set forth in Section
2(a)(36) of the 1940 Act (in effect, all securities), except
that it shall not include securities issued by the Government of
the United States (or any short-term debt security that is a
"government security" as that term is defined in the 1940 Act),
bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements, and shares of registered open-end
investment companies.
L A security is "being considered for purchase or sale" when a
recommendation to purchase or sell the security has been made
and communicated and, with respect to the person making the
recommendation, when such person seriously considers making such
a recommendation.
M A security "held or to be acquired" by the Investment Company
means (i) a security which, within the most recent 15 days (1)
is or has been held by the Investment Company or (2) is being or
has been considered by the Investment Company or its investment
adviser for purchase by the Investment Company and (ii) any
option to purchase or sell, and any security convertible into or
exchangeable for, a security described in clause (i) of this
definition.
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal
investment activities of all Access Persons.
Each Access Person shall:
A at all times, place the interests of the Investment Company before his
or her personal interests;
B conduct all personal securities transactions in a manner consistent
with this Code, so as to avoid any actual or potential conflicts of
interest, or an abuse of position of trust and responsibility; and
C not take any inappropriate advantage of his or her position with or on
behalf of the Investment Company.
<PAGE>
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
A. Unlawful Actions
No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a security held or to be
acquired by the Investment Company:
1. employ any device, scheme or artifice to defraud the Investment
Company;
2. make to the Investment Company any untrue statement of a material
fact or omit to state to the Investment Company a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
3. engage in any act, practice or course of business which would
operate as a fraud or deceit upon the Investment Company; or
4. engage in any manipulative practice with respect to the Investment
Company.
B Blackout Periods
1. No Access Person (other than a Disinterested Trustee) shall
purchase or sell, directly or indirectly, any security in which he
or she has, or by reason of such transaction acquires, any direct
or indirect beneficial ownership on a day during which he or she
knows or should have known the Investment Company has a pending
"buy" and "sell" order in that same security until that order is
executed or withdrawn.
2. No Advisory Person or Portfolio Manager shall purchase or sell,
directly or indirectly, any security in which he or she has, or by
reason of such transaction acquires, any direct or indirect
beneficial ownership within at least seven calendar days before
and after the Investment Company trades (or has traded) in that
security.
C Initial Public Offerings
No Advisory Person shall acquire any security in an initial public
offering for his or her personal account.
<PAGE>
D Private Placements
With regard to private placements, each Advisory Person shall:
1. obtain express prior written approval from the Preclearance
Officer for any acquisition of securities in a private placement
(the Review Officer, in making such determination, shall consider,
among other factors, whether the investment opportunity should be
reserved for the Investment Company, and whether such opportunity
is being offered to such Advisory Person by virtue of his or her
position with the Investment Company); and
2. after authorization to acquire securities in a private placement
has been obtained, disclose such personal investment with respect
to any subsequent consideration by the Investment Company (or any
other investment company for which he or she acts in a capacity as
an Advisory Person) for investment in that issuer.
If the Investment Company decides to purchase securities of an issuer
the shares of which have been previously obtained for personal
investment by an Advisory Person, that decision shall be subject to an
independent review by Advisory Persons with no personal interest in
the issuer.
E Short-Term Trading Profits
No Advisory Person shall profit from the purchase and sale, or
sale and purchase, of the same (or equivalent) securities of
which such Advisory Person has beneficial ownership within 60
calendar days. Any profit so realized shall, unless the
Investment Company's Board of Trustees approves otherwise, be
disgorged as directed by the Investment Company's Board of
Trustees.
F Gifts
No Advisory Person shall receive any gift or other things of more
than de minimis value from any person or entity that does business
with or on behalf of the Investment Company.
G Service as a Director or Trustee
1. No Advisory Person shall serve on a board of directors or
trustees of a publicly traded company without prior
authorization from the Board of Trustees of the
<PAGE>
Investment Company, based upon a determination that such board
service would be consistent with the interests of the
Investment Company and its investors.
2. If board service of an Advisory Person is authorized by the
Board of Trustees of the Investment Company such Advisory
Person shall be isolated from the investment-making decisions
of the Investment Company with respect to the companies of
which he or she is a director or trustee.
H Exempted Transactions
The prohibitions of Section III (other than Section III.C and
Section III.D) shall not apply to:
1. purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control;
2. purchases or sales that are non-volitional on the part of the
Access Person or the Investment Company, including mergers,
recapitalizations or similar transactions;
3. purchases which are part of an automatic dividend reinvestment
plan;
4. purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired; and
5. purchases and sales that receive prior approval in writing by
the Preclearance Officer as (a) only remotely potentially
harmful to the Investment Company because they would be very
unlikely to affect a highly institutional market, (b) clearly
not economically related to the securities to be purchased or
sold or held by the Investment Company or client, and (c) not
representing any danger of the abuses proscribed by Rule
17j-1, but only if in each case the prospective purchaser
has identified to the Review Officer all factors of which he
or she is aware which are potentially relevant to a conflict
of interest analysis, including the existence of any
substantial economic relationship between his or her
transaction and securities held or to be held by the
Investment Company.
<PAGE>
IV. COMPLIANCE PROCEDURES
A Preclearance
An Access Person (other than a Disinterested Trustee) may not, directly
or indirectly, acquire or dispose of beneficial ownership of a security
except as provided below unless:
1. such purchase or sale has been approved by the Preclearance Officer;
2. the approved transaction is completed on the same day approval is
received; and
3. the Preclearance Officer has not rescinded such approval prior to
execution of the transaction.
Each Access Person may effect total purchases and sales of up to
$25,000 of securities listed on a national securities exchange within
any six month period without preclearance from the Board of Trustees
or the Preclearance Officer, provided that:
1) The six month period is a "rolling" period, i.e., the limit
is applicable between any two dates which are six months apart;
2) Transactions in options and futures, other than options or
futures on commodities, will be included for purposes of calculating
whether the $25,000 limit has been exceeded. Such transactions will
be measured by the value of the securities underlying the options and
futures; and
3) Although preclearance is not required for personal
transactions in securities which fall into this de minimis exception,
these trades must still be reported pursuant to Section IV.B.
B Reporting
1. Unless excepted by paragraph 2 of this Section IV.B, every Access
Person of the Investment Company must report to the Review Officer
as described below.
a. Initial Holdings Reports. Not later than 10 days after the
person becomes an Access Person, the following information:
o the title, number of shares and principal amount of each
security in which the Access Person had any direct or
indirect beneficial ownership when the person became an
Access Person;
o the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were
held for the direct or indirect benefit of the Access
Person as of the date the person became an Access Person;
and
o the date that the report is signed and submitted by the
Access Person.
b. Quarterly Transaction Reports. Not later than 10 days after the
end of each calendar quarter, the following information:
(i) With respect to any transaction during the quarter in a
security in which the Access Person had any direct or
indirect beneficial ownership:
o the date of the transaction, the title, the interest
rate and maturity date (if applicable), the number
of shares and the principal amount of each security
involved;
o the nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
o the price of the security at which the transaction
was effected;
o the name of the broker, dealer or bank with or
through which the transaction was effected; and
o the date that the report is signed and submitted by
the Access Person.
(ii) With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the Access
Person:
o the name of the broker, dealer or bank with whom the
Access Person established the account;
o the date that the account was established; and
o the date that the report is signed and submitted by
the Access Person.
(iii) In the event that no reportable transactions occurred
during the quarter, the report should be so noted and
returned signed and dated.
c. Annual Holdings Reports. Not later than each January 31st, the
following information (which information must be current as of
the immediately preceding December 31st):
o the title, number of shares and principal amount of
each security in which the Access Person had any
direct or indirect beneficial ownership;
o the name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect benefit
of the Access Person; and
o the date on which the report is signed and submitted
by the Access Person.
2. The following are the exceptions to the reporting requirements
outlined in Section IV.B.1:
a. A person need not make any report required under of Section
IV.B.1 with respect to transactions effected for, and
securities held in, any account over which the person has no
direct influence or control, including such an account in which
the person has any beneficial ownership.
<PAGE>
b. A Disinterested Trustee who would be required to make the
reports required under Section IV.B.1 solely by reason of being
a trustee of the Investment Company need not make:
(i) an initial holdings report or an annual holdings report
under Section IV.B.1; or
(ii) a quarterly transaction report under Section IV.B.1
unless the Disinterested Trustee knew or, in the ordinary
course of fulfilling his or her official duties as a
Trustee of the Investment Company, should have known,
that during the 15-day period immediately before or after
the Trustee's transaction in a security, the Investment
Company purchased or sold the security (or such security
was added to or deleted from the Domini 400 Social Index)
or the Investment Company or its investment adviser
considered purchasing or selling the security (or such
security was being considered for addition to or deletion
from the Domini 400 Social Index).
c. A person need not make a quarterly transaction report under
Section IV.B.1 if the report would duplicate information
contained in broker trade confirmations or account statements
received by the Review Officer with respect to the person in
the time period required under Section IV.B.1, if all of the
information required under Section IV.B.1 is contained in the
broker trade confirmations or account statements or in the
records of the Investment Company.
3. Any report delivered pursuant to Section IV.B.1 may contain a
statement that the report shall not be construed as an admission
by the person making such report that he or she has any direct or
indirect beneficial ownership in the securities to which the report
relates.
4. Each Access Person must certify annually (no later than each
January 31st) that he or she has read and understands this Code of
Ethics and has complied with its provisions. Such certificates and
reports are to be given to the Review Officer.
C Review
The Review Officer shall review all of the reports delivered under
Section IV.B to determine whether a violation of this Code of
<PAGE>
Ethics may have occurred and shall take into account the exemptions
allowed under Section III.H hereunder to the extent applicable.
Before making a determination that a violation has been committed
by an Access Person, the Review Officer shall give such person an
opportunity to supply additional information regarding the
transaction in question.
V. INVESTMENT ADVISER'S, ADMINISTRATOR'S OR PRINCIPAL UNDERWRITER'S CODE OF
ETHICS
This Code of Ethics does not apply to "access persons" (as defined in Rule
17j-1 under the 1940 Act) of any investment adviser, subadviser, administrator
or principal underwriter of the Investment Company who are not otherwise Access
Persons as defined herein. Each investment adviser (including, where
applicable, any subadviser), administrator (if any) or principal underwriter of
the Investment Company shall:
A submit to the Board of Trustees of the Investment Company a copy of
its Code of Ethics adopted pursuant to Rule 17j-1;
B promptly report to the Investment Company in writing any material
amendments to its Code of Ethics;
C promptly furnish to the Investment Company upon request copies of any
reports made pursuant to such Code of Ethics by any person who is an
Access Person of the Investment Company; and
D immediately furnish to the Investment Company, without request, all
material information regarding any violation of such Code of Ethics
by any person who is an Access Person of the Investment Company.
VI. REVIEW BY THE BOARD OF TRUSTEES
Each of the Review Officer of the Investment Company and the Investment
Company's investment advisers, subadvisers, administrator and principal
underwriter shall furnish a written report to the Board of Trustees, at
least annually, that:
A describes any issues arising under the Code of Ethics or procedures
of such entity since the last report to the Board of Trustees,
including, but not limited to, information about material violations
of its Code of Ethics or procedures and sanctions imposed in response
to the material violations; and
<PAGE>
B certifies that the Investment Company, investment adviser, subadviser,
administrator or principal underwriter, as applicable, has adopted
procedures reasonably necessary to prevent its Access Persons from
violating its Code of Ethics.
VII. SANCTIONS
A Sanctions for Violations by Access Persons
If the Review Officer determines that a violation of this Code has
occurred, he or she shall so advise the Board of Trustees and the
Board may impose such sanctions as it deems appropriate, including,
inter alia, disgorgement of profits, censure, suspension or
termination of the employment of the violator. All material
violations of the Code and any sanctions imposed as a result
thereto shall be reported periodically to the Board of Trustees.
B Sanctions for Violations by Disinterested Trustees
If the Review Officer determines that any Disinterested Trustee has
violated this Code, he or she shall so advise the President of the
Investment Company and also a committee consisting of the
Disinterested Trustees (other than the person whose transaction is
at issue) and shall provide the committee with a report, including
the record of pertinent actual or contemplated portfolio
transactions of the Investment Company and any additional
information supplied by the person whose transaction is at issue.
The committee, at its option, shall either impose such sanctions as
it deems appropriate or refer the matter to the full Board of
Trustees of the Investment Company, which shall impose such
sanctions as it deems appropriate.
VIII. MISCELLANEOUS
A Access Persons
The Review Officer of the Investment Company will identify all
Access Persons who are under a duty to make reports to the
Investment Company and will inform such persons of such duty.
Any failure by the Review Officer to notify any person of his or
her duties under this Code shall not relieve such person of his
or her obligations hereunder.
<PAGE>
B Records
The Investment Company's administrator shall maintain records in
the manner and to the extent set forth below, which records may
be maintained on microfilm under the conditions described in
Rule 31a2(f) under the 1940 Act, and shall be available for
examination by representatives of the Securities and Exchange
Commission ("SEC"):
1. a copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be
preserved in an easily accessible place;
2. a record of any violation of this Code and of any action taken
as a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
3. a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the end
of the fiscal year in which it is made, the first two years in
an easily accessible place;
4. a list of all persons who are required, or within the past five
years have been required, to make reports pursuant to this Code
shall be maintained in an easily accessible place;
5. copy of each report required under Section VI shall be
preserved for a period of not less than five years from the end
of the fiscal year in which it is made, the first two years in
an early accessible place; and
6. record of any decision, and the reasons supporting the
decision, to approve the acquisition by Advisory Persons of
securities under Section III.D shall be preserved for a period
of not less than five years from the end of the fiscal year in
which the approval is granted.
C Confidentiality
All reports of securities transactions and any other information
filed pursuant to this Code shall be treated as confidential,
except to the extent required by law.
<PAGE>
D Interpretation of Provisions
The Board of Trustees of the Investment Company may from time to
time adopt such interpretations of this Code as it deems
appropriate.
<PAGE>
DOMINI SOCIAL EQUITY FUND
DOMINI INSTITUTIONAL TRUST
DOMINI SOCIAL INDEX PORTFOLIO
QUARTERLY TRANSACTIONS REPORT
To: ________________________, Review Officer
From:
(Your Name)
This Transaction Report (the "Report") is submitted pursuant to Section IV
of the Code of Ethics of Domini Social Equity Fund, Domini Institutional Trust
and Domini Social Index Portfolio (each, an "Investment Company"; collectively,
the "Investment Companies") and supplies (below) information with respect to
transactions in any security in which I may be deemed to have, or by reason of
such transaction acquire, any direct or indirect beneficial ownership interest
(whether or not such security is a security held or to be acquired by an
Investment Company) for the calendar quarter ended _______.
Unless the context otherwise requires, all terms used in the Report shall
have the same meaning as set forth in the Code of Ethics.
For purposes of the Report, beneficial ownership shall be interpreted
subject to the provisions of the Code of Ethics and Rule 16a-1(a) (exclusive of
Section (a)(1) of such Rule) of the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Nature of
Transaction
(Whether Name of the
Purchase, Principal Broker, Dealer
Sale, or Amount of Price At Or Bank With
Other Type Of Securities Which the Whom The Nature Of
Title of Date of Disposition Acquired or Transaction Transaction Ownership
Securities Transaction Or Acquisition) Disposed Of Was Effected Was Effected Securities*
</TABLE>
* If appropriate, you may disclaim beneficial ownership of any security listed
in this report.
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE OF ETHICS OF
THE INVESTMENT COMPANY, DATED JANUARY 14, 2000, (2) RECOGNIZE THAT I AM SUBJECT
TO THE CODE OF ETHICS, (3) HAVE COMPLIED WITH THE REQUIREMENTS OF THE CODE OF
ETHICS OVER THE PAST YEAR, (4) HAVE DISCLOSED ALL PERSONAL SECURITIES
TRANSACTIONS OVER THE PAST YEAR REQUIRED TO BE DISCLOSED BY THE CODE OF ETHICS,
(5) HAVE SOUGHT AND OBTAINED PRECLEARANCE WHENEVER REQUIRED BY THE CODE OF
ETHICS AND (6) CERTIFY THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
<PAGE>
NAME (Print) _______________________________________________________________
SIGNATURE _______________________________________________________________
DATE _______________________________________________________________
<PAGE>
DOMINI SOCIAL EQUITY FUND
DOMINI INSTITUTIONAL TRUST
DOMINI SOCIAL INDEX PORTFOLIO
(EACH AN "INVESTMENT COMPANY"; COLLECTIVELY THE "INVESTMENT COMPANIES")
PERSONAL TRADING REQUEST AND AUTHORIZATION
Personal Trading Request (to be completed by Access Person prior to any
personal trade):
Name:
Date of proposed transaction:
Name of the issuer and dollar amount or number of securities of the issuer to
be purchased or sold:
Nature of the transaction (i.e., purchase, sale):1
Are you or a member of your immediate family an officer or director of the
issuer of the securities or of any affiliate2 of the issuer? Yes____ No____
If yes, please describe:
Describe the nature of any direct or indirect professional or business
relationship that you may have with the issuer of the securities.3
Do you have any material nonpublic information concerning the issuer?
Yes____ No____
______________
1 If other than market order, please describe any proposed limits.
2 For purposes of this question, "affiliate" includes (i) any entity that
directly or indirectly owns, controls or holds with power to vote 5% or more of
the outstanding voting securities of the issuer and (ii) any entity under
common control with the issuer.
3 A "professional relationship" includes, for example, the provision of
legal counsel or accounting services. A "business relationship" includes, for
example, the provision of consulting services or insurance coverage.
<PAGE>
Do you beneficially own more than 1/2 of 1% of the outstanding equity
securities of the issuer?
Yes _____ No____
If yes, please report the name of the issuer and the total number of
shares "beneficially owned":
Are you aware of any facts regarding the proposed transaction, including the
existence of any substantial economic relationship between the proposed
transaction and any securities held or to be acquired by an Investment Company,
that may be relevant to a determination of the existence of a potential
conflict of interest?4
Yes____ No____
If yes, please describe:
To the best of your knowledge and belief, the answers that you have
provided above are true and correct.
Signature
_______________
4 Facts that would be responsive to this question include, for example (i)
receipt of "special favors" from a stock promoter, including participation in a
private placement or initial public offering as an inducement to purchase other
securities for the Investment Company, or (ii) investment in securities of a
limited partnership that in turn owns warrants of a company formed for the
purpose of effecting a leveraged buy-out, in circumstances where the Investment
Company might invest in securities related to the leveraged buy-out. The
foregoing are only examples of pertinent facts and in no way limit the types of
facts that may be responsive to this question.
<PAGE>
Approval or Disapproval of Personal Trading Request (to be completed by
Preclearance Officer):
___ I confirm that the above-described proposed transaction appears to be
consistent with the policies described in the Code of Ethics, and that the
conditions necessary5 for approval of the proposed transaction have been
satisfied.
___ I do not believe the above-described proposed transaction is consistent
with the policies described in the Code of Ethics, or that the conditions
necessary for approval of the proposed transaction have been satisfied.
Dated: _____________ Signed:
Title:
______________
5 In the case of a personal securities transaction by an Access Person of
the Investment Company (other than Disinterested Trustees), the Code of Ethics
requires that the Preclearance Officer determine that the proposed personal
securities transaction (i) is not potentially harmful to the Investment Company
(ii) would be unlikely to affect the market in which the Investment Company's
portfolio securities are traded, and (iii) is not related economically to
securities to be purchased, sold, or held by the Investment Company. In
addition, the Code requires that the Preclearance Officer determine that the
decision to purchase or sell the security at issue is not the result of
information obtained in the course of the Access Person's relationship with the
Investment Company.
<PAGE>
DOMINI SOCIAL INVESTMENTS LLC
(THE "ADVISER")
DSIL INVESTMENT SERVICES LLC
(THE "DISTRIBUTOR")
CODE OF ETHICS
REVISED MARCH 1, 2000
This Code of Ethics is intended to (a) minimize conflicts of interest, and
even the appearance of conflicts of interest, between the personnel of the
Adviser and the Distributor and their respective clients in the securities
markets and (b) effect compliance with applicable securities laws.
Each of the Adviser and the Distributor depends upon a high level of
public and client confidence for its success. That confidence can be maintained
only if the employees of the Adviser and the Distributor observe the highest
standards of ethical behavior in the performance of their duties. This Code (as
it may be amended or modified from time to time) is intended to inform all
employees of the Adviser and the Distributor of certain standards of conduct
which they are expected to observe.
It is not possible to provide a precise, comprehensive definition of a
conflict of interest. However, one factor which is common to all conflict of
interest situations is the possibility that an employee's actions or decisions
will be affected because of an actual or potential divergence between his or
her personal interests and those of the Adviser or the Distributor, as
applicable, or its clients. A particular activity or situation may be found to
involve a conflict of interest even though it does not result in any financial
loss to the Adviser or the Distributor, as applicable, or its clients and
regardless of the motivation of the employee involved. In all cases, if a
conflict situation arises between an employee and the Adviser or the
Distributor, as applicable, or its clients, the interest of the Adviser or the
Distributor, as applicable, or its client shall prevail.
This Code also addresses the possibility that personnel may, by virtue of
their positions with the Adviser or the Distributor, as applicable, be afforded
opportunities to participate in certain investment opportunities that are not
generally available to the investing public. Accepting such opportunities would
tend to compromise the independent judgment personnel are expected to exercise
for the benefit of clients and is therefore unacceptable.
This Code is intended to help address these concerns in a systematic way.
However, it is important that personnel go beyond the letter of this Code and
remain sensitive to the need to avoid improper conflicts of interest, or even
the appearance of such conflicts of interest, that are not expressly addressed
by this Code.
<PAGE>
This Code shall be administered by the Review Person and the Deputy Review
Person. Carole M. Laible is hereby named the "Review Person" and shall serve in
such capacity until the Management Committee of the Adviser and the
Distributor's Board of Managers designate a successor Review Person. Adam
Kanzer is hereby named the "Deputy Review Person" and shall serve in such
capacity until the Management Committee of the Adviser and the Distributor's
Board of Managers designate a successor Deputy Review Person. The Deputy Review
Person shall be responsible for administering the Code (including preclearance
of trades and review of transaction reports) for the Review Person.
1. SCOPE OF THIS CODE.
(A) PERSONS COVERED. This Code applies to (i) each managing member,
manager, officer or Advisory Person (as defined below) of the Adviser
and (ii) each employee, managing member, manager or officer of the
Distributor who, in the ordinary course of business, makes,
participates in or obtains information regarding, the purchase or sale
of Covered Securities by a Fund (as defined below) for which the
Distributor acts, or whose functions or duties in the ordinary course
of business relate to the making of any recommendation to a Fund
regarding the purchase or sale of Covered Securities (each, an "Access
Person"). All full-time employees of the Adviser and the Distributor
shall be considered Access Persons unless advised, in writing, to the
contrary by the Review Person.
An "Advisory Person" is (i) any employee of the Adviser (or of any
company in a control relationship to the Adviser) who, in connection
with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of Covered
Securities by a Fund or any other client of the Adviser, or whose
functions relate to the making of any recommendations with respect to
such purchases or sales, and (ii) any natural person in a control
relationship with the Adviser who obtains information concerning the
recommendations made by the Adviser with regard to the purchase or
sale of Covered Securities.
A "Fund" is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act") for which the Adviser
provides investment advisory services or for which the Distributor
provides distribution services, as applicable.
(B) DEFINITION OF SECURITIES. As used in this Code, the term "securities"
means all types of securities as defined in Section 2(a)(36) of the
1940 Act, and includes all types of debt, equity, and other
securities, including, among other things, common and preferred
stocks, bonds, mutual fund shares, money market instruments,
debentures, notes, limited partnership interests, warrants, depositary
receipts, options and other derivative securities. THIS CODE DOES NOT
APPLY TO SAVINGS, CHECKING, NOW OR MONEY MARKET ACCOUNTS WITH BANKS,
SAVINGS AND LOAN ASSOCIATIONS, CREDIT UNIONS OR SIMILAR INSTITUTIONS.
<PAGE>
DEFINITION OF COVERED SECURITY. As used in this code "Covered
Security" means any security except for (i) direct obligations of the
Government of the United States, (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments, including repurchase agreements, and (iii) shares
issued by open-end investment companies registered under the 1940 Act.
A direct obligation of the Government of the United States includes
any security issued or guaranteed as to principal or interest by the
Government of the United States or by any agency or instrumentality of
the Government of the United States.
A "Security Held or to be Acquired" by a Fund means (i) any Covered
Security which, within the most recent 15 days (A) is or has been held
by the Fund or (B) is being or has been considered by the Fund or the
Adviser for purchase by the Fund and (ii) any option to purchase or
sell, and any security convertible into or exchangeable for, a Covered
Security described in the preceding clause (i).
(C) BENEFICIAL OWNERSHIP. For purposes of this Code, "beneficial
ownership" is interpreted in the same manner as it would be under
Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, and the rules
and regulations thereunder. Accordingly, a person shall have
"beneficial ownership" of any security if he or she, directly or
indirectly, through any contact, arrangement, understanding,
relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the security. A person has a pecuniary interest
in a security if he or she has the opportunity, directly or
indirectly, to profit or share in any profit from a transaction in the
subject security. A person may have an indirect pecuniary interest in
a security if, among other things:
(i) the security is held by a member of that person's
immediate family sharing the same household;
(ii) the person is a general partner and the security is
held by the general partnership or limited
partnership;
(iii) the person's interest in such security is held by a
trust; or
(iv) the person has a right to acquire such security
through the exercise or conversion of any derivative
security, whether or not presently exercisable.
(D) TYPES OF TRANSACTIONS COVERED. This Code applies to all types of
transactions in securities, including purchases, sales, exchanges,
redemptions, short sales, donations, and gifts.
2. PROHIBITED SECURITIES TRANSACTIONS.
(A) UNLAWFUL ACTIONS. No Access Person shall, in connection with the
purchase or sale, directly or indirectly, by such Access Person of a
Security Held or to be Acquired by a Fund:
<PAGE>
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make any untrue statement of a material fact to the Fund
or omit to state to the Fund a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(iii) engage in any act, practice or course of business which
would operate as a fraud or deceit upon the Fund; or
(iv) engage in any manipulative practice with respect to the Fund.
(B) RESTRICTED SECURITIES. At the start of every month, the Review Person
will circulate a list of all issuers that during the month will be
reviewed or evaluated by the Adviser or its affiliate, Kinder,
Lydenberg, Domini & Co., Inc. ("KLD") for addition to, or removal
from, the Domini Social Index or any other index established or
maintained by the Adviser or KLD (each, an "Index"). The list will
also include issuers for which the Adviser or KLD completed an review
or evaluation for addition to or removal from an Index during the
preceding month. The securities of each issuer on that list will be
considered "Restricted Securities" until the circulation by the
Adviser of a subsequent monthly list that does not include such
issuer. An issuer shall remain on the list circulated for the next
month following the month in which the Adviser or KLD completes its
review or evaluation of the issuer for addition to or removal from an
Index and publishes the results of such review or evaluation
(including any decision to add the issuer to, or remove the issuer
from, an Index).
(C) RESTRICTIONS. No Access Person shall:
(i) effect any transaction in any security that is a Restricted
Security at the time such transaction is effected; or
(ii) purchase or otherwise acquire any security that reasonably
appears to have been offered or made available to such an Access
Person by virtue of his/her position with the Adviser or the
Distributor, as applicable, and is not generally available to
the investing public.
(D) EXCEPTIONS. The restrictions set forth in Sections 2(c), 5(a)(iii) and
5(a)(iv) of this Code shall not apply to the following:
(i) transactions in shares of any open-end investment companies
(open-end mutual funds) that are registered under the 1940 Act;
(ii) purchases made pursuant to an automatic dividend reinvestment
plan;
(iii) receipts of stock dividends, stock splits, or similar
distributions;
<PAGE>
(iv) transfers that are gifts or donations, provided that the donee
represents in writing that he or she has no present intention
of selling the securities;
(v) transactions for the sole account and benefit of other persons
to whom an Access Person has a fiduciary relationship apart
from the Adviser or the Distributor, as applicable;
(vi) transactions effected on behalf of an Access Person that are
beyond his or her reasonable control;
(vii) purchases made upon the exercise of rights distributed by an
issuer on a pro rata basis to all holders of a class of its
securities, and sales of any such rights so acquired;
(viii) the receipt by an Access Person of securities as compensation
for, or in connection with, his or her employment or the
exercise by an Access Person of an option or warrant received
by such Access Person as compensation for, or in connection
with, his or her employment; and
(ix) transactions that receive prior written approval of the Review
Person, on the grounds that they are unlikely to have any
adverse effect on the Adviser or the Distributor, as
applicable, or their respective clients, involve no apparent
impropriety, and appear to be consistent with applicable
securities laws.
3. MISUSE OF INSIDE INFORMATION.
(A) DEFINITION OF INSIDE INFORMATION. For purposes of this Code, "Inside
Information" means any information obtained by an employee of the
Adviser or the Distributor in connection with his or her work on
behalf of the Adviser or the Distributor that such employee knows, or
in the exercise of reasonable care should know, is (i) not available
to the investing public generally, and (ii) material to a decision to
effect a transaction in a security.
(B) BAN ON TRADING. No employee of the Adviser or the Distributor shall
effect any transaction in, directly or indirectly, any security on the
basis of any Inside Information. This restriction is NOT subject to
the exceptions set forth in Sections 2(d), 4(b), or 5(b).
(C) BAN ON RELEASE OR DISCLOSURE. No employee of the Adviser or the
Distributor shall release or disclose Inside Information to any
person outside of the Adviser or the Distributor except that:
(i) employees may release to authorized representatives of a client
Inside Information to which that client is entitled;
<PAGE>
(ii) employees may release Inside Information to the Adviser's or the
Distributor's lawyers, accountants, and consultants as
appropriate in the conduct of the Adviser's or the Distributor's
affairs;
(iii) employees may release Inside Information to regulatory officials
and other persons as required by law; and
(iv) employees may release Inside Information in accordance with the
policies established by the Adviser's Management Committee or
the Distributor's Board of Managers, as applicable and the
instructions of the Review Person.
4. REPORTING.
(A) REPORTING REQUIREMENTS. Each Access Person shall (unless excepted
under Section 4(b)) report to the Review Person as set forth below:
(i) Initial Holdings Reports. Not later than 10 days after the
person becomes an Access Person, the following information:
(A) the title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
(B) the name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect benefit
of the Access Person as of the date the person became
an Access Person; and
(C) the date that the report is signed and submitted by the
Access Person.
(ii) Quarterly Transaction Reports. Not later than 10 days after
the end of each calendar quarter, the following information:
(A) With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any
direct or indirect beneficial ownership:
o the date of the transaction, the title, the interest
rate and maturity date (if applicable), the number
of shares and the principal amount of each Covered
Security involved;
o the nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
<PAGE>
o the price of the Covered Security at which the
transaction was effected;
o the name of the broker, dealer or bank with or
through which the transaction was effected; and
o the date that the report is signed and submitted by
the Access Person.
(B) With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
o the name of the broker, dealer or bank with whom the
Access Person established the account;
o the date that the account was established; and
o the date that the report is signed and submitted by
the Access Person.
(C) In the event that no reportable transactions occurred
during the quarter, the report should be so noted and
returned signed and dated.
(iii) Annual Holdings Reports. Not later than each January 31st,
the following information (which information must be current
as of the immediately preceding December 31st):
o the title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership;
o the name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect benefit
of the Access Person; and
o the date on which the report is signed and submitted by
the Access Person.
(B) EXCEPTIONS TO REPORTING REQUIREMENTS. The following are the
exceptions to the reporting requirements outlined in Section 4(a):
(i) A person need not make any report under Section 4(a) with
respect to transactions effected for, and Covered
Securities held in, any account over which the person has
no direct influence or control.
<PAGE>
(ii) A person need not make a quarterly transaction report
under Section 4(a)(ii) if the report would duplicate
information contained in broker trade confirmations or
account statements received by the Review Person with
respect to the person in the time period required under
Section 4(a)(ii) and if all of the information required
under Section 4(a)(ii) is contained in the broker trade
confirmations or account statements or in the records of
the Adviser or the Distributor, as applicable.
(C) CERTIFICATION. Each Access Person shall certify to the Review
Person in writing that (i) he or she has read and understands
this Code, (ii) he or she understands that he or she is subject
to this Code, (iii) he or she has complied with the requirements
of this Code, and (iv) he or she has disclosed or reported all
securities transactions required to be disclosed or reported
under this Code, such certification to be given at the following
times: (A) in the case of persons that are Access Persons at the
date hereof, within 30 days after the adoption of this Code; (B)
in the case of persons that become Access Persons after the date
hereof, no later than 10 days after such person becomes an
Access Person; and (C) in all cases, once every calendar year on
or before January 31st.
5. PRECLEARANCE OF CERTAIN SECURITIES TRANSACTIONS.
(A) PRECLEARANCE REQUIREMENTS. No Access Person shall:
(i) acquire, directly or indirectly, beneficial ownership in any
securities (including Restricted Securities) in an initial
public offering;
(ii) acquire, directly or indirectly, beneficial ownership in any
securities (including Restricted Securities) in a private
placement transaction;
(iii) effect any transaction (other than those transactions described
in clauses (i) and (ii) above) in any security; or
(iv) profit from the purchase and sale, or the sale and purchase, of
the same or equivalent securities within 60 calendar days;
unless, in each case, the transaction has been approved by the
Review Person not more than 72 hours prior to initiation of the
transaction (and such approval has not been rescinded).
(B) EXCEPTIONS TO PRECLEARANCE REQUIREMENTS. Sections 5(a)(iii) and
5(a)(iv) shall not apply to the following:
(i) any transaction that is exempt under Section 2(d), including
transactions in shares of any open-end investment companies
that are registered under the 1940 Act;
<PAGE>
(ii) any transactions in securities listed on a national
securities exchange of a company having a total market
capitalization (at the time of the transaction or, if such
information is not available, according to the company's most
recent published annual or quarterly financial statements) of
not less than $5 billion;
(iii) transactions in the debt instruments issued or guaranteed by
a state or local government;
(iv) transactions in debt instruments issued or guaranteed by the
United States Government, Quasi United States Government
Agency or instrumentality of the United States; or
(v) total purchases and sales of up to $25,000 of securities
listed on a national securities exchange within any rolling
six month period.
6. ADDITIONAL RESTRICTIONS ON ACCESS PERSONS.
(A) GIFTS. No Access Person shall accept any gift or gratuity from any
person or business entity that does business with the Adviser or the
Distributor, provided this restriction does not apply to:
(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
the Adviser or the Distributor, as applicable.
(B) SERVICE AS A DIRECTOR OF A PUBLICLY TRADED COMPANY. No Access Person
shall serve as a director of a company that files or is required to
file with the Securities and Exchange Commission periodic reports
under Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (such as 10-Ks, 1O-Qs, and 8-Ks) without the prior approval of
the Review Person.
7. REVIEW BY THE REVIEW PERSON.
(A) REVIEW OF REPORTS. The Review Person shall review all of the reports
delivered under Section 4 to determine whether a violation of this
Code may have occurred. Before making a determination that a violation
has been committed by an Access Person, the Review Officer shall give
such person an opportunity to supply additional information regarding
the transaction in question.
<PAGE>
(B) FACTORS TO BE CONSIDERED. In reviewing proposed transactions and other
matters submitted for preclearance or approval under this Code, the
Review Person shall consider whether such transactions or matters
involve or are likely to involve: (i) violations of this Code or
applicable securities laws; (ii) improper use of Inside Information;
or (iii) an investment opportunity that should be reserved for the
Adviser or the Distributor, as applicable, or its clients.
(C) APPROVAL SUBJECT TO CONDITIONS. The Review Person may grant approval
of proposed transactions and other matters submitted for preclearance
or approval under this Code subject to such conditions as the Review
Person may impose to protect the interests of the Adviser and the
Distributor and their respective clients, including, among other
things, requiring that an Access Person who is authorized to acquire
securities in a private placement disclose that investment when he or
she plays a part in a review or analysis of the issuer of the
securities.
(D) DEPUTY REVIEW PERSON MAY ACT WHEN REVIEW PERSON IS UNAVAILABLE. In
the event the Review Person is unavailable to review any report or
proposed transaction or other matter under this Code and it is
unlikely that the Review Person will become available in sufficient
time to review the report in a timely manner or for the transaction or
other matter to proceed without material hardship, the Deputy Review
Person may review such report or perform all functions of the Review
Person under the Code with respect to such transaction or other
matter. Nonetheless, the Deputy Review Person may defer review of
any report or transaction or other matter until the Review Person is
available to conduct such review.
8. SANCTIONS. Any violations of this Code will be reported to and subject to
review by the Management Committee of the Adviser or the President of the
Distributor, as applicable.
(A) If the Management Committee or the President, as applicable,
determines that a violation of this Code has occurred, the Management
Committee or the President, as applicable, may impose such sanctions
as is deemed appropriate, including, among other things:
(i) a letter of censure,
(ii) forfeiture of any profit made or loss avoided from a
transaction in violation of this Code, or
(iii) suspension or termination of employment.
(B) Any Access Person subject to any sanctions imposed by the Management
Committee or the President under this Code shall be entitled, upon
request made within 60 days of the imposition of such sanctions, to a
complete review of the matter by the Board of Managers of the Adviser
or the Board of Managers of the Distributor, as applicable. Pending
<PAGE>
such a review the Management Committee of the Adviser or the President
of the Distributor, as applicable, may impose such interim sanctions
as is deemed appropriate to protect the interests of the Adviser or
the Distributor, as applicable, until final resolution of the matter.
(C) Any violations resulting in sanctions will be reported to:
(i) the Board of Managers of the Adviser or the Board of Managers
of the Distributor, as applicable, and
(ii) (other than with respect to interim sanctions pending the
applicable Board of Managers review of a matter) the board of
directors or trustees of each Fund.
9. MISCELLANEOUS.
(A) ACCESS AND ADVISORY PERSONS. The Review Person will identify all
Access and Advisory Persons who are under a duty to make reports
under this Code and will inform such persons of such duty. Any
failure by the Review Person to notify any person of his or her
duties under this Code shall not relieve such person of his or
her obligations hereunder.
(B) RECORDS. Each of the Adviser and the Distributor shall maintain
records in the manner and to the extent set forth below, and shall be
available for examination by representatives of the Securities and
Exchange Commission ("SEC"):
(i) a copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
(ii) a record of any violation of this Code and of any action taken
as a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
(iii) a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place;
(iv) a list of all persons who are required, or within the past
five years have been required, to make reports pursuant to
this Code shall be maintained in an easily accessible place;
and
(v) record of any decision, and the reasons supporting the
decision, to approve the acquisition by an Access Person of
securities under Section 5(a) shall be preserved for a period
of not less than five years from the end of the fiscal year in
which the approval is granted.
<PAGE>
(C) CONFIDENTIALITY. All reports of securities transactions and any
other information filed pursuant to this Code shall be treated
as confidential, except to the extent required by law.
