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CODE OF ETHICS
DOMINION FUNDS, INC.
ADOPTION OF THIS CODE.
This Code of Ethics ("Code of Ethics") has been adopted by Dominion
Funds, Inc. (the "Fund") in compliance with Rule 17j-l under the Investment
Company Act of 1940.
CONDUCT PROSCRIBED.
Rule 17j-1 makes it is unlawful for any affiliated person of the
Fund, in connection with the purchase or sale, directly or indirectly, by
such person of a security held or which is being considered for purchase by
the Fund (including a security that was held or which was considered for
purchase by the Fund within the most recent 15 days) :
1. to employ any device, scheme or artifice to defraud the Fund;
2. to make any untrue statement of a material fact to the Fund or omit
to state a material fact necessary in order to make the statements made
to the Fund, in light of the circumstances which they are made, not
misleading;
3. to engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit on the Fund; or
4. to engage in any manipulative practice with respect to the Fund.
PURPOSE OF CODE OF ETHICS.
The purpose of this Code of Ethics is to set forth provisions
reasonably necessary to prevent "access persons" (as defined below) from
engaging in any conduct prohibited by Rule 17j-1. In addition, this Code of
Ethics sets forth certain reporting requirements of the Fund and access
persons, and record keeping requirements as described by Rule 17j-1.
DEFINITIONS.
"Access person" means any director, officer, general partner, or
"advisory person" (as defined below) of the Fund.
"Advisory person" means (a) any employee of the Fund (or of any company
in a control relationship to the Fund) 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 Fund, or whose functions
relate to the making of any recommendations with respect to such purchases or
sales; and (b) any natural person in a control relationship to the Fund who
obtains information concerning recommendations made to the Fund with regard to
the purchase or sale of securities by
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the Fund.
"Investment Personnel" means any employee of the Fund (or of any
company in a control relationship to the Fund) who, in connection with his or
her regular functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by the Fund.
"Investment Personnel" also includes any natural person who controls the Fund
and who obtains information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund.
COMPLIANCE WITH GOVERNING LAWS AND THIS CODE OF ETHICS.
REQUIRED KNOWLEDGE AND COMPLIANCE. Every access person shall maintain
knowledge of and shall comply with all applicable laws, rules and regulations of
any government, governmental agency, and regulatory organization governing his
or her professional, financial, or business activities, as well as this Code of
Ethics.
PROHIBITION AGAINST ASSISTING LEGAL AND ETHICAL VIOLATIONS. An access
person shall not knowingly participate in, or assist, any acts in violation of
any applicable law, rule, or regulation of any government, governmental agency,
or regulatory organization governing his or her professional, financial, or
business activities, nor any act which would violate any provision of this Code
of Ethics.
CONFLICTING TRANSACTIONS. No access person who is aware that the
Fund is purchasing or selling a particular security or has such a purchase or
sale under consideration may, within 15 days before or after the purchase or
sale by the Fund of such security, engage in any sale transaction as to that
security in the case of a purchase by the Fund, or a purchase transaction as
to that security in the case of a sale by the Fund. The proscription set
forth in this paragraph shall also apply to any security which is convertible
into that security or into which it is convertible or any option or warrant
relating to that security. For the purposes of this provision, a purchase or
sale of a security by the Fund is under consideration: (i) when a security is
recommended for purchase or sale; (ii) when a decision has been made, though
not yet implemented, to make such purchase or sale; or (iii) with respect to
a person making a recommendation when such a person seriously considers
making such a recommendation.
FUND REPORTS TO BOARD OF DIRECTORS.
No less frequently than annually, the Fund shall furnish to the
Board of Directors, and the Board must consider, a written report that :
1. Describes any issues arising under the Code of Ethics since the last
report to the Board of Directors, including, but not limited to,
information about material violations of this Code of Ethics and
sanctions imposed in response to the material violations; and
2. Certifies that the Fund has adopted procedures reasonably necessary
to prevent access persons from violating this Code of Ethics.
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REPORTING REQUIREMENTS OF ACCESS PERSONS.
Access persons of the Fund are required to submit Initial Holdings
Reports (no later than 10 days after they become an access person), Quarterly
Transaction Reports (no later than 10 days after the end of a calendar
quarter), and Annual Holdings Reports.
EXCEPTIONS TO REPORTING REQUIREMENTS. The following are exceptions
from the requirement that access person submit reports to the Fund:
1. A person need not make a report with respect to
transactions effected for, and securities held in, any account over
which the person has no direct or indirect influence or control.
2. A director of the Fund who is not an "interested person" of
the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940 (E.G., any affiliate of the Fund, its investment
adviser, or its distributor, or any family member of an affiliate, or
any registered broker-dealer or affiliate thereof), and who would be
required to make such a report solely by reason of being a Fund
director, need not make an Initial Holdings Report or an Annual
Holdings Report. Such person also need not make a Quarterly Transaction
Report, unless the director knew or, in the ordinary course of
fulfilling his official duties as a Fund director, should have known
that during the 15-day period immediately before or after the
director=s transaction in a security, the Fund purchased or sold the
security, or the Fund or its investment adviser considered purchasing
or selling the security.
REQUIRED REPORTS OF ACCESS PERSONS. The following are the reports
required to be submitted to the Fund by access persons (unless excepted from the
requirement, as described above):
1. INITIAL HOLDINGS REPORTS. No later than 10 days after the
person becomes an access person, the access person is required to
submit an Initial Holdings Report, in the form attached to this Code of
Ethics.
2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after
the end of a calendar quarter, the access person is required to submit
a Quarterly Transaction Report, in the form attached to this Code of
Ethics, with respect to:
i. Any transaction during the quarter in a
security in which the access person had any direct or
indirect beneficial ownership; and
ii. Any account established by the access person in
which any securities were held during the quarter for the
direct or indirect beneficial ownership of the access person.
3. ANNUAL HOLDINGS REPORTS. Annually, the access person is
required to submit an Annual Holdings Report in the form attached to
this Code of Ethics (which information must be current as of a date no
more than 30 days before the report is submitted).
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RECORDKEEPING REQUIREMENTS.
The Fund shall, at its principal place of business, maintain records
in the manner and to the extent set forth below, and make such records
available to the Securities and Exchange Commission or any representative
thereof at any time and from time to time for reasonable periodic, special or
other examination:
1. A copy of the Code of Ethics that is in effect, or at any
time within the past five years was in effect, shall be maintained in
an easily accessible place;
2. A record of any violation of the Code of Ethics, and of any
action taken as a result of such violation, shall be maintained in an
easily accessible place for at least five years after the end of the
fiscal year in which the violation occurs;
3. A copy of each report made by an access person pursuant to
this Code of Ethics shall be maintained for at least five years after
the end of the fiscal year in which it is made, the first two years in
an easily accessible place;
4. A record of all persons, currently or within the past five
years, who are or were required to make reports pursuant to this Code
of Ethics, or who are or were responsible for reviewing these reports,
shall be maintained in an easily accessible place; and
5. A copy of each report required by this Code of Ethics shall
be maintained for at least five years after the end of the fiscal year
in which it is made, the first two years in an easily accessible place.
PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS.
Investment personnel of the Fund must obtain approval from the Fund
before directly or indirectly acquiring beneficial ownership in any securities
in an initial public offering or in a limited offering (I.E., an offering exempt
from registration under Sections 4(2) or 4(6) or Regulation D under the
Securities Act of 1933). The Fund shall maintain a record of any decision, and
the reasons supporting the decision, to approve the acquisition by investment
personnel of securities, for at least five years after the end of the fiscal
year in which the approval is granted.
ADMINISTRATION OF CODE OF ETHICS.
COMPLIANCE CALENDAR. The Fund shall set forth in its annual Compliance
Calendar all due dates for reports and other regularly required compliance
matters under Rule 17j-1.
NOTIFICATION TO ACCESS PERSONS OF REPORTING OBLIGATIONS. The Fund shall
identify all access persons who are required to make reports and shall inform
those persons of their reporting obligations. The Fund shall provide a copy of
this Code of Ethics to all access persons.
COMPLIANCE OFFICER. Douglas W. Powell, the Chief Executive Officer of
the Fund, shall be
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the compliance officer responsible for the administration and application of
this Code of Ethics, subject to the direction and control of the Fund's Board
of Directors, and in furtherance thereof shall:
1. Render such reports concerning this Code of Ethics to the
Board of Directors as they shall from time to time require, or as shall
otherwise be required by this Code of Ethics or Rule 17j-1.
2. Maintain such records as are required by this Code of
Ethics and Rule 17j-1.
3. Review all reports submitted by access persons pursuant to
this Code of Ethics or Rule 17j-1. The compliance officer shall make
such comparisons as between the information provided in such reports
and records of Fund transactions as are necessary to determine whether
there may have been a transaction of the type prohibited by this Code
of Ethics.
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INITIAL HOLDINGS REPORT OF ACCESS PERSON
PURSUANT TO THE CODE OF ETHICS OF DOMINION FUNDS, INC.
The following information is provided with respect to any account maintained by
the access person in which any securities were held for the direct or indirect
beneficial ownership of the access person:
a. The title, number of shares, and the principal amount of each
security in which the access person had any direct or indirect
beneficial ownership when the person became an access person.
b. The name of the 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.
<TABLE>
<CAPTION>
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Title, Number of Shares, and Principal Amount Name of Broker Dealer or Bank
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<S> <C>
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(attach additional pages as necessary)
THIS REPORT MUST BE SUBMITTED NO LATER THAN 10 DAYS
AFTER THE PERSON BECOMES AN ACCESS PERSON.
The date that the report is submitted by the access person: ___________________
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Name Printed
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Signature
THIS REPORT SHALL NOT BE CONSTRUED AS AN ADMISSION BY THE ABOVE PERSON OR
ENTITY THAT HE OR SHE HAS ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP
IN THE SECURITY(IES) TO WHICH THIS REPORT RELATES.
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QUARTERLY TRANSACTION REPORT OF ACCESS PERSON
PURSUANT TO THE CODE OF ETHICS OF DOMINION FUNDS, INC.
1. The following information is provided with respect to any transaction during
the quarter in a security in which the access person had any direct or indirect
beneficial ownership:
a. The date of the transaction.
b. The title, the interest rate and maturity date (if applicable), and
the number of shares, and the principal amount of each security
involved.
c. The nature of the transaction (I.E., purchase, sale or any other
type of acquisition or disposition).
d. The price of the security at which the transaction was effected.
e. The name of the broker, dealer or bank with or through which the
transaction was effected.
<TABLE>
<CAPTION>
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Title, interest
rate, maturity
Date of date (if Number of Principal Nature of Name of Broker
Transaction applicable) Shares Amount Transaction Price Dealer or Bank
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<S> <C> <C> <C> <C> <C> <C>
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(attach additional pages as necessary)
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2. The following information is provided with respect to any account established
by the access person in which any securities were held during the quarter for
the direct or indirect beneficial ownership of the access person:
a. The name of the broker, dealer or bank with whom the access person
established the account.
b. The date the account was established.
<TABLE>
<CAPTION>
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Date account was
Name of Broker Dealer or Bank established
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<S> <C>
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</TABLE>
(attach additional pages as necessary)
THIS REPORT MUST BE SUBMITTED WITHIN 10 DAYS AFTER THE END OF THE CALENDAR
QUARTER TO WHICH THE REPORT RELATES.
Quarter to which report relates: ____________________________________________
The date that the report is submitted by the access person: _________________
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Name Printed
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Signature
THIS REPORT SHALL NOT BE CONSTRUED AS AN ADMISSION BY THE ABOVE PERSON OR
ENTITY THAT HE OR SHE HAS ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP
IN THE SECURITY(IES) TO WHICH THIS REPORT RELATES.
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ANNUAL HOLDINGS REPORT OF ACCESS PERSON
PURSUANT TO THE CODE OF ETHICS OF DOMINION FUNDS, INC.
The following information is provided with respect to any account maintained by
the access person in which any securities were held for the direct or indirect
beneficial ownership of the access person:
a. The title, number of shares, and the principal amount of each
security in which the access person had any direct or indirect
beneficial ownership.
b. The name of the broker, dealer or bank with whom the access person
maintains an account in which any securities were held for the direct
or indirect benefit of the access person.
<TABLE>
<CAPTION>
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Title, Number of Shares, and Principal Amount Name of Broker Dealer or Bank
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<S> <C>
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</TABLE>
(attach additional pages as necessary)
THE INFORMATION CONTAINED IN THIS REPORT MUST BE CURRENT AS OF A DATE NO
MORE THAN 30 DAYS BEFORE THE REPORT IS SUBMITTED.
Year to which report relates: _____________________________________________
The date that the report is submitted by the access person: _______________
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Name Printed
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Signature
THIS REPORT SHALL NOT BE CONSTRUED AS AN ADMISSION BY THE ABOVE PERSON OR
ENTITY THAT HE OR SHE HAS ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP
IN THE SECURITY(IES) TO WHICH THIS REPORT RELATES.
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WRITTEN REPORT TO THE BOARD OF DIRECTORS OF DOMINION FUNDS, INC.
PURSUANT TO RULE 17j-1 OF THE 1940 INVESTMENT COMPANY ACT
1. ISSUES ARISING SINCE LAST REPORT. Set forth below are any issues which arose
under the Code of Ethics or procedures since the last report to the Board of
Directors, including, but not limited to, information about material violations
of the Code of Ethics or procedures and sanctions imposed in response to the
material violations:
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2. CERTIFICATION OF ADOPTION OF PROCEDURES. This is to certify that, pursuant to
Rule 17j-1 of the 1940 Investment Company Act, Dominion Funds, Inc. has adopted
procedures reasonably necessary to prevent Aaccess persons@ from violating its
Code of Ethics.
Period to which report relates: _______________________________________________
The date that the report is submitted: ________________________________________
The undersigned hereby executes this Report on behalf of Dominion Funds, Inc.
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Name Printed
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Title
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Signature
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