-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hkc0eTw3Di36VRZizjVJqTibJbp7pXffJ3xaiYdl2FUTtbExh/VsHrCx1JL9Wfi1 73RxZcbYUXY6Y8m3D/dDNg== 0000950123-08-011427.txt : 20080926 0000950123-08-011427.hdr.sgml : 20080926 20080926060427 ACCESSION NUMBER: 0000950123-08-011427 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20080926 DATE AS OF CHANGE: 20080926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINI SOCIAL INVESTMENT TRUST CENTRAL INDEX KEY: 0000851680 IRS NUMBER: 043081258 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-29180 FILM NUMBER: 081089832 BUSINESS ADDRESS: STREET 1: 536 BROADWAY STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012-3915 BUSINESS PHONE: 212-217-1100 MAIL ADDRESS: STREET 1: 536 BROADWAY STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012-3915 FORMER COMPANY: FORMER CONFORMED NAME: DOMINI SOCIAL EQUITY FUND DATE OF NAME CHANGE: 19930915 FORMER COMPANY: FORMER CONFORMED NAME: DOMINI SOCIAL INDEX TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DOMINI SOCIAL INDEX FUND DATE OF NAME CHANGE: 19900624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINI SOCIAL INVESTMENT TRUST CENTRAL INDEX KEY: 0000851680 IRS NUMBER: 043081258 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05823 FILM NUMBER: 081089833 BUSINESS ADDRESS: STREET 1: 536 BROADWAY STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012-3915 BUSINESS PHONE: 212-217-1100 MAIL ADDRESS: STREET 1: 536 BROADWAY STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012-3915 FORMER COMPANY: FORMER CONFORMED NAME: DOMINI SOCIAL EQUITY FUND DATE OF NAME CHANGE: 19930915 FORMER COMPANY: FORMER CONFORMED NAME: DOMINI SOCIAL INDEX TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DOMINI SOCIAL INDEX FUND DATE OF NAME CHANGE: 19900624 0000851680 S000003423 Domini Social Equity Fund C000071455 Class A Shares C000071456 Institutional Shares S000003425 Domini European Social Equity Fund C000071457 Class A Shares S000014393 Domini European PacAsia Social Equity Fund C000071458 Class A Shares S000014394 Domini PacAsia Social Equity Fund C000071459 Classs A Shares 0000851680 S000003423 Domini Social Equity Fund C000009466 Investor Shares DSEFX C000009467 Class R Shares DSFRX 0000851680 S000003424 Domini Social Bond Fund C000009468 Investor Shares DSBFX 0000851680 S000003425 Domini European Social Equity Fund C000009470 Investor Shares DEUFX 0000851680 S000014393 Domini European PacAsia Social Equity Fund C000039201 Investor Shares DUPFX 0000851680 S000014394 Domini PacAsia Social Equity Fund C000039202 Investor Shares DPAFX 485APOS 1 y00189ae485apos.htm 485APOS 485APOS
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As filed with the Securities and Exchange Commission on September 26, 2008
Registration Nos. 33-29180
and 811-05823
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 36
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 38
DOMINI SOCIAL INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
536 Broadway, 7th Floor, New York, New York 10012
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: 212-217-1100
Amy Domini Thornton
Domini Social Investments LLC
536 Broadway, 7th Floor
New York, New York 10012
(Name and Address of Agent for Service)
Copy To:
Roger P. Joseph, Esq.
Bingham McCutchen LLP
One Federal Street
Boston, Massachusetts 02110
It is proposed that this filing will become effective on November 28, 2008,
pursuant to paragraph (a) (1) of Rule 485.
 
 


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EXPLANATORY NOTE
Post-Effective Amendment No. 35 (“PEA No. 35”) to the Registration Statement on Form N-1A for the Domini Social Investment Trust (the “Registrant”) was filed with the Commission on September 26, 2008 (Accession No. 0000950123-08-011420) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Rule 485”). When PEA No. 35 was filed, the EDGAR filing agent created new series and class identifiers in error. PEA No. 35 should have reflected only new class identifiers for the Registrant’s existing series.
This Post-Effective Amendment No. 36 (“PEA No. 36”) to the Registrant’s Registration Statement on Form N-1A is being filed with the Commission solely for the purpose of reflecting new class identifiers applicable to the existing series of the Registrant. PEA No. 36 establishes new identifiers for Class A shares and Institutional share classes of the existing series of the Registrant, as applicable. This PEA No. 36 does not modify any other information previously filed in PEA No. 35.
It is proposed that this PEA No. 36 become effective on November 28, 2008 pursuant to paragraph (a)(1) of Rule 485.


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PROSPECTUS NOVEMBER 28, 2008
 
Domini Social Equity Fund®
investor shares, class r shares, class a shares
& institutional shares
 
Domini European Social Equity FundSM
investor shares & class a shares
 
Domini European PacAsia Social Equity FundSM
investor shares & class a shares
 
Domini PacAsia Social Equity FundSM
investor shares & class a shares
 
Domini social bond fund®
investor shares
 
DOMINI LOGO
 
As with all mutual funds, the Securities and Exchange Commission has not judged whether these funds are good investments or whether the information in this prospectus is truthful and complete. Anyone who indicates otherwise is committing a crime.


 

TABLE OF CONTENTS [TO BE UPDATED BY AMENDMENT]
 
     
2
  Introduction
     
3
  The Funds at a Glance
    A summary of each fund’s investment objective, principal investment strategies, primary risks, performance, and expenses
     
3
  Domini Social Equity Fund
     
8
  Domini European Social Equity Fund
     
13
  Domini European PacAsia Social Equity Fund
     
18
  Domini PacAsia Social Equity Fund
     
23
  Domini Social Bond Fund
     
27
  Fund Fees and Expenses
     
35
  Summary of Primary Risks
     
39
  Socially Responsible Investing
     
42
  Additional Investment Strategies, Risk, and Portfolio Holdings Information
     
50
  Who Manages the Funds?
     
55
  The Funds’ Distribution Plan
     
A-1
  Shareholder Manual
    Information about buying, selling, and exchanging shares of the Funds, how Fund shares are valued, Fund distributions, the tax consequences of an investment in a Fund, and how applicable sales charges are calculated.
     
B-1
  Financial Highlights
     
C-1
  For Additional Information
 EX-99.D.8: AMENDMENT TO SUBMANAGEMENT AGREEMENT
 EX-99.H.5: FORM OF EXPENSE LIMITATION AGREEMENT
 EX-99.H.15: SHAREHOLDER SERVICES AGREEMENT
 EX-99.P.3: CODE OF ETHICS
 EX-99.P.4: CODE OF ETHICS
 


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INTRODUCTION
 
Each Fund described in this prospectus has its own investment strategy and risk/reward profile. This prospectus relates to the Investor shares, Class A shares, Institutional shares, and Class R shares of the Domini Funds, as applicable. Each Fund is a diversified fund. Information on each Fund, including risk factors for investing in the Fund, can be found on the pages following this introduction.
 
The investment manager to each Fund is Domini Social Investments LLC (“Domini” or the “Manager”). The day-to-day portfolio management of each Fund is provided by an investment submanager. Information regarding Domini and the submanagers is included under the heading entitled “Who Manages the Funds?” in this prospectus.
 
Mutual funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in these Funds, be sure to read all risk disclosures carefully before investing.

2


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THE FUNDS AT A GLANCE
 
Domini Social Equity Fund
 
Investment Objective
 
The Domini Social Equity Fund seeks to provide its shareholders with long-term total return.
 
Primary Investment Strategies
 
The Domini Social Equity Fund (the Fund) primarily invests in stocks of U.S. companies. The Fund’s investment approach incorporates Domini’s social and environmental standards.
 
Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities and related investments with similar economic characteristics. The Fund will provide shareholders with at least 60 days’ prior written notice if it changes this 80% policy. The Fund may invest in companies of any capitalization, but under normal market conditions will invest primarily in mid-cap to large-cap U.S. companies. Domini defines mid- and large-cap companies to be those companies with a market capitalization at the time of purchase between $2 and $10 billion, or greater than $10 billion, respectively. It is expected that at least 80% of the Fund’s assets will be invested in mid- to large-cap companies under normal market conditions.
 
While the Fund’s submanager expects that most of the securities held by the Fund will be traded in U.S. securities markets, some could be traded outside the region (or in equivalent shares such as American Depository Receipts).
 
Domini evaluates the Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. For additional information about the standards Domini uses to evaluate potential investments and the securities held by the Fund, and certain limitations on investments, please see “Socially Responsible Investing.” Domini reserves the right to alter its social and environmental standards or the application of those standards, or to add new standards, at any time without shareholder approval.
 
The Fund’s submanager uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment. The submanager seeks to invest in securities that it believes are undervalued by the market and favorably positioned according to certain market indicators such as earnings growth and price momentum. The submanager seeks to add value through stock selection and manage risk through portfolio construction. Portfolio sector weights are managed relative to the Fund’s benchmark; consequently, the

3


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Fund may invest a significant percentage of its assets in a single sector if that sector represents a large proportion of the benchmark.
 
Under normal circumstances, the submanager will seek to remove a security from the Fund’s portfolio within 90 days after receiving a notification from Domini that an investment in such security is not consistent with its social and environmental standards. Updated investment eligibility notifications are normally provided to the submanager on a quarterly basis. Such notifications may cause the Fund to dispose of a security at a time when it may be disadvantageous to do so. At Domini’s discretion, investments that are not consistent with Domini’s social and environmental standards may be retained by the Fund to support shareholder advocacy activities.
 
Primary Risks
 
The Fund’s total return, like the stock market in general, may fluctuate widely. As with any mutual fund, you could lose money on your investment in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed. The share price of the Fund normally changes daily based on changes in the value of the securities that the Fund holds. There can be no guarantee that the Fund will be able to achieve its investment objective.
 
The principal risks of investing in the Fund are listed below:
 
Foreign Investing Risk
 
Information Risk
 
Market Risk
 
Mid- to Large-Cap Companies Risk
 
Portfolio Turnover Risk
 
Sector Concentration Risk
 
Socially Responsible Investing Risk
 
Style Risk
 
Please see “Summary of Primary Risks” following the “Funds at a Glance” section for a description of these risks. There may be other risks that are not listed that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy, or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Statement of Additional Information.

4  The Funds at a Glance — Domini Social Equity Fund


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Past Performance
 
The bar chart below and the following table provide an indication of the risks of investing in the Domini Social Equity Fund. The bar chart shows how returns of the Fund’s Investor shares have varied from one calendar year to the next. The table shows how the average annual total returns of each class of the Fund’s shares compare with those of the Standard & Poor’s 500 Index (S&P 500), a broad-based index.
 
The Domini Social Equity Fund currently employs an active investment management strategy. On November 28, 2008, the Class A shares and Institutional shares acquired the assets and liabilities of Domini Social Equity Portfolio and Domini Institutional Social Equity Fund, respectively. Performance for those classes shown for periods prior to November 28, 2008, is the performance of the Investor shares. This performance has not been adjusted to reflect the lower expenses applicable to Class A shares and Institutional shares. Prior to November 30, 2006, the Domini Social Equity Trust, the Master Trust in which the Domini Social Equity Fund formerly invested substantially all its assets, was an index fund submanaged by SSgA Funds Management, Inc.
 
Please note that this information represents past performance (before and after taxes), and is not necessarily an indication of how the Fund will perform in the future.

     The Funds at a Glance — Domini Social Equity Fund  5


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TOTAL RETURN FOR YEARS ENDED DECEMBER 31
 
This bar chart shows how the performance of the Domini Social Equity Fund’s Investor shares has varied over the last ten calendar years. The returns of the Fund’s Institutional, Class A, and Class R shares will differ from the returns of the Investor shares shown in the bar chart because of the lower expenses applicable to those share classes.
 
[TO BE UPDATED BY AMENDMENT — DELETE 1997 AND ADD 2007 COLUMN]
 
BARCHART3
 
Best quarter covered by the bar chart above: XX.XX% (quarter ended XX/XX/XX)
 
Worst quarter covered by the bar chart above: -XX.XX% (quarter ended XX/XX/XX)
 
Year-to-date performance as of 9/30/08: XX.XX%

6  The Funds at a Glance — Domini Social Equity Fund


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AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/07
 
The table below shows the average annual total returns of each class of shares of the Domini Social Equity Fund in comparison to the S&P 500. In addition, after-tax returns are provided for Investor shares. After-tax returns for Institutional, Class A, and Class R shares will vary. The after-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, the effect of phaseouts of certain exemptions, deductions, and credits at various income levels, or the impact of the federal alternative minimum tax.
 
Please note:
 
  •  Actual after-tax returns depend on your tax situation and may differ from those shown.
 
  •  After-tax returns are not relevant if you hold your shares through a tax-deferred arrangement, such as a 401(k) plan or an IRA.
 
                               
      1
      5
      10
 
      Year       Years       Years  
Domini Social Equity Fund
                             
Investor Shares:
                             
Return Before Taxes
                             
Return After Taxes on Distributions
                             
Return After Taxes on Distributions and Sale of shares*
                             
Class A shares Return Before Taxes**
                             
Institutional shares Return Before Taxes
                             
Class R shares Return Before Taxes
                             
                               
                               
S&P 500*** (reflects no deduction for fees, expenses, or taxes)
                             
                               
 
The calculation of the Investor shares’ return after taxes on distributions and sale of Investor shares assumes a complete redemption at the end of the periods shown in the table and that the shareholder has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption so that the shareholder may deduct the capital losses in full.
 
**  The performance for Class A, Institutional, and Class R shares includes the performance of the Investor shares for periods prior to November 28, 2008, with respect to Clas A shares and Institutional shares and November 28, 2003, with respect to Class R shares. This performance has not been adjusted to take into account the lower expenses applicable to Class A, Institutional, and Class R shares.
 
***  The Standard and Poor’s 500 Index (S&P 500) is an unmanaged index of common stocks. You cannot invest directly in an index.

     The Funds at a Glance — Domini Social Equity Fund  7


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Domini European Social Equity Fund
 
Investment Objective
 
The Domini European Social Equity Fund seeks to provide its shareholders with long-term total return.
 
Primary Investment Strategies
 
The Domini European Social Equity Fund (the Fund) primarily invests in stocks of European companies. The Fund’s investment approach incorporates Domini’s social and environmental standards.
 
Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities and related investments of European companies. For purposes of this policy, European companies include (1) companies organized or principally traded in a European country; (2) companies having at least 50% of their assets in, or deriving 50% or more of their revenues or profits from, a European country; (3) issuers who are European governments and agencies or underlying instrumentalities of European governments; and (4) issuers whose economic fortunes and risks are otherwise linked with a European market (as determined by the Fund’s submanager). For purposes of this policy, European countries include those countries represented by companies in the MSCI All Country Europe Index. The Fund will provide shareholders with at least 60 days’ prior written notice if it changes this 80% policy.
 
The Fund may invest in companies of any capitalization, but under normal market conditions will invest primarily in mid-to large-cap companies. Domini defines mid- and large-cap companies to be those companies with a market capitalization at the time of purchase between $2 and $10 billion, or greater than $10 billion, respectively. It is expected that at least 80% of the Fund’s assets will be invested in mid- to large-cap companies under normal market conditions.
 
The Fund may invest in securities of both developed and emerging market countries. While the Fund’s submanager expects that most of the securities held by the Fund will be traded in European securities markets (or in equivalent shares such as American Depository Receipts, European Depository Receipts, Global Depository Receipts, or other securities representing underlying shares of foreign companies), some could be traded outside the region.
 
Domini evaluates the Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. For additional information about the standards Domini uses to evaluate potential investments and the securities held by the Fund, and certain limitations on investments, please see “Socially Responsible Investing.”

8


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Domini reserves the right to alter its social and environmental standards or the application of those standards, or to add new standards, at any time without shareholder approval.
 
The Fund’s submanager uses a proprietary quantitative model to select investments from among those which Domini has notified the subamanger are eligible for investment. The submanager seeks to invest in securities that it believes are undervalued by the market and favorably positioned according to certain market indicators such as earnings growth and price momentum. The submanager seeks to add value through stock selection and manage risk through portfolio construction. Portfolio sector weights are managed relative to the Fund’s benchmark; consequently, the Fund may invest a significant percentage of its assets in a single sector if that sector represents a large proportion of the benchmark.
 
Under normal circumstances, the submanager will seek to remove a security from the Fund’s portfolio within 90 days after receiving a notification from Domini that an investment in such security is not consistent with its social and environmental standards. Updated investment eligibility notifications are normally provided to the submanager on a quarterly basis. Such notifications may cause the Fund to dispose of a security at a time when it may be disadvantageous to do so. At Domini’s discretion, investments that are not consistent with Domini’s social and environmental standards may be retained by the Fund to support shareholder advocacy activities.

     The Funds at a Glance — Domini European Social Equity Fund 9


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Primary Risks
 
The Fund’s total return, like the stock market in general, may fluctuate widely. As with any mutual fund, you could lose money on your investment in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed. The share price of the Fund normally changes daily based on changes in the value of the securities that the Fund holds. There can be no guarantee that the Fund will be able to achieve its investment objective.
 
The principal risks of investing in the Fund are listed below:
 
Country Risk
 
Currency Risk
 
Emerging Markets Risk
 
Foreign Investing Risk
 
Geographic Concentration Risk
 
Information Risk
 
Market Risk
 
Mid- to Large-Cap Companies Risk
 
Portfolio Turnover Risk
 
Sector Concentration Risk
 
Socially Responsible Investing Risk
 
Style Risk
 
Please see “Summary of Primary Risks” following the “Funds at a Glance” section for a description of these risks. There may be other risks that are not listed that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy, or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Statement of Additional Information.

10 The Funds at a Glance — Domini European Social Equity Fund


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Past Performance
 
The bar chart below and the following table provide an indication of the risks of investing in the Domini European Social Equity Fund. The bar chart shows how returns of the Fund’s shares have varied from one calendar year to the next. The table shows how the average annual total returns of the Fund’s shares compare with those of the MSCI Europe Index (MSCI Europe), a broad-based index.
 
On November 28, 2008, the Class A shares acquired the assets and liabilities of Domini European Social Equity Portfolio. Performance shown for Class A shares for periods prior to November 28, 2008, is the performance of the Investor shares. This performance has not been adjusted to reflect the lower expenses applicable to Class A shares.
 
Please note that this information represents past performance (before and after taxes), and is not necessarily an indication of how the Fund will perform in the future.
 
TOTAL RETURN FOR YEARS ENDED DECEMBER 31
 
This bar chart shows how the performance of the Domini European Social Equity Fund’s Investor shares has varied over the last two calendar years. The returns of the Fund’s Class A shares will differ from the returns of the Investor shares shown in the bar chart because of the lower expenses applicable to Class A shares.
 
TO BE UPDATED BY AMENDMENT — ADD 2007
 
BARCHART2
Best quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Worst quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Year-to-date performance as of 9/30/08: XX.XX%

     The Funds at a Glance — Domini European Social Equity Fund 11


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AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED 12/31/07
 
The table below shows the average annual total returns of the Domini European Social Equity Fund in comparison to the MSCI Europe Index. In addition, after-tax returns are provided for Investor shares. After-tax returns for Class A shares will vary. The after-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, the effect of phaseouts of certain exemptions, deductions, and credits at various income levels, or the impact of the federal alternative minimum tax.
 
Please note:
 
  •  Actual after-tax returns depend on your tax situation and may differ from those shown.
 
  •  After-tax returns are not relevant if you hold your shares through a tax-deferred arrangement, such as a 401(k) plan or an IRA.
 
                           
            Since
       
      1
    Inception
       
      Year     (10/3/05)        
Domini European Social Equity Fund
                         
Investor Shares:
                         
Return Before Taxes
                         
Return After Taxes on Distributions
                         
Return After Taxes on Distributions and Sale of shares*
                         
Class A shares Return Before Taxes**
                         
                           
MSCI Europe *** (reflects no deduction for fees, expenses, or taxes)
                         
                           
 
The calculation of the Fund’s return after taxes on distributions and sale of shares assumes a complete redemption at the end of the periods shown in the table and that the shareholder has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption so that the shareholder may deduct the capital losses in full.
 
**  The performance for Class A shares includes the performance of the Investor shares for periods prior to November 28, 2008. This performance has not been adjusted to take into account the lower expenses applicable to Class A shares.
 
***  The Morgan Stanley Capital International Europe Index (MSCI Europe) is an unmanaged index of common stocks. You cannot invest directly in an index.

12 The Funds at a Glance — Domini European Social Equity Fund


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Domini European PacAsia Social Equity Fund
(formerly Domini EuroPacific Social Equity Fund)
 
Investment Objective
 
The Domini European PacAsia Social Equity Fund seeks to provide its shareholders with long-term total return.
 
Primary Investment Strategies
 
The Domini European PacAsia Social Equity Fund (the Fund) primarily invests in stocks of European and Asia-Pacific companies. The Fund’s investment approach incorporates Domini’s social and environmental standards.
 
Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities and related investments of European and Asia-Pacific companies. For purposes of this policy, these companies may include, but are not limited to, (1) companies organized or principally traded in a European or Asia-Pacific country; (2) companies having at least 50% of their assets in, or deriving 50% or more of their revenues or profits from, a European or Asia-Pacific country; (3) issuers who are European or Asia-Pacific governments and agencies or underlying instrumentalities of European or Asia-Pacific governments; and (4) issuers whose economic fortunes and risks are otherwise linked with a European or Asia-Pacific market (as determined by the Fund’s submanager). For purposes of this policy, European and Asia-Pacific countries include those countries represented by companies in the MSCI All Country Europe Index and MSCI All Country Asia Pacific Index, respectively. The Fund will provide shareholders with at least 60 days’ prior notice if it changes this 80% policy.
 
The Fund may invest in companies of any capitalization but under normal market conditions will invest primarily in mid-to large-cap companies. Domini defines mid- and large-cap companies to be those companies with a market capitalization at the time of purchase between $2 and $10 billion, or greater than $10 billion, respectively. It is expected that at least 80% of the Fund’s assets will be invested in mid- to large-cap companies under normal market conditions.
 
The Fund may invest in securities of both developed and emerging market countries. While the Fund’s submanager expects that most of the securities held by the Fund will be traded in European or Asia-Pacific securities markets (or in equivalent shares such as American Depository Receipts, European Depository Receipts, Global Depository Receipts, or other securities representing underlying shares of foreign companies), some could be traded outside these regions.
 
Domini evaluates the Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as

13


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well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. For additional information about the standards Domini uses to evaluate potential investments and the securities held by the Fund, and certain limitations on investments, please see “Socially Responsible Investing.” Domini reserves the right to alter its social and environmental standards or the application of those standards, or to add new standards, at any time without shareholder approval.
 
The Fund’s submanager uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment. The submanager seeks to invest in securities that it believes are undervalued by the market and favorably positioned according to certain market indicators such as earnings growth and price momentum. The submanager seeks to add value through stock selection and manage risk through portfolio construction. Portfolio sector weights are managed relative to the Fund’s benchmark; consequently, the Fund may invest a significant percentage of its assets in a single sector if that sector represents a large proportion of the benchmark.
 
Under normal circumstances, the submanager will seek to remove a security from the Fund’s portfolio within 90 days after receiving a notification from Domini that an investment in such security is not consistent with its social and environmental standards. Updated investment eligibility notifications are normally provided to the submanager on a quarterly basis. Such notifications may cause the Fund to dispose of a security at a time when it may be disadvantageous to do so. At Domini’s discretion, investments that are not consistent with Domini’s social and environmental standards may be retained by the Fund to support shareholder advocacy activities.

14 The Funds at a Glance — Domini European PacAsia Social Equity Fund


Table of Contents

Primary Risks
 
The Fund’s total return, like the stock market in general, may fluctuate widely. As with any mutual fund, you could lose money on your investment in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed. The share price of the Fund normally changes daily based on changes in the value of the securities that the Fund holds. There can be no guarantee that the Fund will be able to achieve its investment objective.
 
The principal risks of investing in the Fund are listed below:
 
Country Risk
 
Currency Risk
 
Emerging Markets Risk
 
Foreign Investing Risk
 
Geographic Concentration Risk
 
Information Risk
 
Market Risk
 
Mid- to Large-Cap Companies Risk
 
Portfolio Turnover Risk
 
Sector Concentration Risk
 
Socially Responsible Investing Risk
 
Style Risk
 
Please see “Summary of Primary Risks” following the “Funds at a Glance” section for a description of these risks. There may be other risks that are not listed that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy, or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Statement of Additional Information.

     The Funds at a Glance — Domini European PacAsia Social Equity Fund 15


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Past Performance
 
The bar chart below and the following table provide an indication of the risks of investing in the Domini European PacAsia Social Equity Fund. The bar chart shows how returns of the Fund’s shares have varied from one calendar year to the next. The table shows how the average annual total returns of the Fund’s shares compare with those of the MSCI EAFE Index (MSCI EAFE), a broad-based index.
 
On November 28, 2008, the Class A shares acquired the assets and liabilities of Domini European PacAsia Social Equity Portfolio. Performance for Class A shares shown for periods prior to November 28, 2008, is the performance of the Investor shares. This performance has not been adjusted to reflect the lower expenses applicable to Class A shares.
 
Please note that this information represents past performance (before and after taxes), and is not necessarily an indication of how the Fund will perform in the future.
 
TOTAL RETURN FOR YEAR ENDED DECEMBER 31
 
This bar chart shows how the performance of the Domini European PacAsia Social Equity Fund’s Investor shares has varied over the last calendar year. The returns of the Fund’s Class A shares will differ from the returns of the Investor shares shown in the bar chart because of the lower expenses applicable to Class A shares.
 
TO BE UPDATED BY AMENDMENT — REPLACE 2006 WITH 2007
 
BARCHART2
 
Best quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Worst quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Year-to-date performance as of 9/30/08: XX.XX%

16 The Funds at a Glance — Domini European PacAsia Social Equity Fund


Table of Contents

 
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED 12/31/07
 
The table below shows the average annual total returns of the Domini European PacAsia Social Equity Fund in comparison to the MSCI EAFE. In addition, after-tax returns are provided for Investor shares. After-tax returns for Class A shares will vary. The after-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, the effect of phaseouts of certain exemptions, deductions, and credits at various income levels, or the impact of the federal alternative minimum tax.
 
Please note:
 
  •  Actual after-tax returns depend on your tax situation and may differ from those shown.
 
  •  After-tax returns are not relevant if you hold your shares through a tax-deferred arrangement, such as a 401(k) plan or an IRA.
 
                           
            Since
       
      1
    Inception
       
      Year     (12/27/06)        
Domini European PacAsia Social Equity Fund
                         
Investor Shares:
                         
Return Before Taxes
                         
Return After Taxes on Distributions
                         
Return After Taxes on Distributions and Sale of shares*
                         
Class A shares Return Before Taxes**
                         
                           
MSCI EAFE (reflects no deduction for fees, expenses, or taxes)***
                         
                           
 
The calculation of the Fund’s return after taxes on distributions and sale of shares assumes a complete redemption at the end of the periods shown in the table and that the shareholder has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption so that the shareholder may deduct the capital losses in full.
 
**  The performance for Class A shares includes the performance of the Investor shares for periods prior to November 28, 2008. This performance has not been adjusted to take into account the lower expenses applicable to Class A shares.
 
***  The Morgan Stanley Capital International Europe Australiasia Far East Index (MSCI EAFE) is an unmanaged index of common stocks. You cannot invest directly in an index.

     The Funds at a Glance — Domini European PacAsia Social Equity Fund 17


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Domini PacAsia Social Equity Fund
 
Investment Objective
 
The Domini PacAsia Social Equity Fund seeks to provide its shareholders with long-term total return.
 
Primary Investment Strategies
 
The Domini PacAsia Social Equity Fund (the Fund) primarily invests in stocks of Asia-Pacific companies. The Fund’s investment approach incorporates Domini’s social and environmental standards.
 
Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities and related investments of companies tied economically to the Asia-Pacific region. For purposes of this policy, these companies may include, but are not limited to, (1) companies organized or principally traded in an Asia-Pacific country; (2) companies having at least 50% of their assets in, or deriving 50% or more of their revenues or profits from, an Asia-Pacific country; (3) issuers who are Asia-Pacific governments and agencies or underlying instrumentalities of Asia-Pacific governments; and (4) issuers whose economic fortunes and risks are otherwise linked with an Asia-Pacific market (as determined by the Fund’s submanager). For purposes of this policy, Asia-Pacific countries include those countries represented by companies in the MSCI All Country Asia Pacific Index. The Fund will provide shareholders with at least 60 days’ prior notice if it changes this 80% policy.
 
The Fund may invest in companies of any capitalization but under normal market conditions will invest primarily in mid-to large-cap companies. Domini defines mid- and large-cap companies to be those companies with market capitalization at the time of purchase between $2 and $10 billion, or greater than $10 billion, respectively. It is expected that at least 80% of the Fund’s assets will be invested in mid- to large-cap companies under normal market conditions.
 
The Fund may invest in securities of both developed and emerging market countries. While the Fund’s submanager expects that most of the securities held by the Fund will be traded in Asia-Pacific securities markets (or in equivalent shares such as American Depository Receipts, European Depository Receipts, Global Depository Receipts, or other securities representing underlying shares of foreign companies), some could be traded outside the region.
 
Domini evaluates the Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. For additional information about the standards Domini uses to evaluate potential investments and the securities held by the Fund, and certain

18


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limitations on investments, please see “Socially Responsible Investing.” Domini reserves the right to alter its social and environmental standards or the application of those standards, or to add new standards, at any time without shareholder approval.
 
The Fund’s submanager uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment. The submanager seeks to invest in securities that it believes are undervalued by the market and favorably positioned according to certain market indicators such as earnings growth and price momentum. The submanager seeks to add value through stock selection and manage risk through portfolio construction. Portfolio sector weights are managed relative to the Fund’s benchmark; consequently, the Fund may invest a significant percentage of its assets in a single sector if that sector represents a large proportion of the benchmark.
 
Under normal circumstances, the submanager will seek to remove a security from the Fund’s portfolio within 90 days after receiving a notification from Domini that an investment in such security is not consistent with its social and environmental standards. Updated investment eligibility notifications are normally provided to the submanager on a quarterly basis. Such notifications may cause the Fund to dispose of a security at a time when it may be disadvantageous to do so. At Domini’s discretion, investments that are not consistent with Domini’s social and environmental standards may be retained by the Fund to support shareholder advocacy activities.

     The Funds at a Glance — Domini PacAsia Social Equity Fund 19


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Primary Risks
 
The Fund’s total return, like the stock market in general, may fluctuate widely. As with any mutual fund, you could lose money on your investment in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed. The share price of the Fund normally changes daily based on changes in the value of the securities that the Fund holds. There can be no guarantee that the Fund will be able to achieve its investment objective.
 
The principal risks of investing in the Fund are listed below:
 
Country Risk
 
Currency Risk
 
Emerging Markets Risk
Foreign Investing Risk
 
Geographic Concentration Risk
 
Information Risk
 
Market Risk
 
Mid- to Large-Cap Companies Risk
 
Portfolio Turnover Risk
 
Sector Concentration Risk
 
Socially Responsible Investing Risk
 
Style Risk
 
Please see “Summary of Primary Risks” following the “Funds at a Glance” section for a description of these risks. There may be other risks that are not listed that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy, or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Statement of Additional Information.

20 The Funds at a Glance — Domini PacAsia Social Equity Fund


Table of Contents

Past Performance
 
The bar chart below and the following table provide an indication of the risks of investing in the Domini PacAsia Social Equity Fund. The bar chart shows how returns of the Fund’s shares have varied from one calendar year to the next. The table shows how the average annual total returns of the Fund’s shares compare with those of the MSCI All Country Asia Pacific Index (MSCI AC Asia Pacific), a broad-based index.
 
On November 28, 2008, the Class A shares acquired the assets and liabilities of Domini PacAsia Social Equity Portfolio. Performance for Class A shares shown for periods prior to November 28, 2008, is the performance of the Investor shares. This performance has not been adjusted to reflect the lower expenses applicable to Class A shares.
 
Please note that this information represents past performance (before and after taxes), and is not necessarily an indication of how the Fund will perform in the future.
 
TOTAL RETURN FOR YEAR ENDED DECEMBER 31
 
This bar chart shows how the performance of the Domini PacAsia Social Equity Fund’s Investor shares has varied over the last calendar year. The returns of the Fund’s Class A shares will differ from the returns of the Investor shares shown in the bar chart because of the lower expenses applicable to Class A shares.
 
[TO BE UPDATED BY AMENDMENT — REPLACE 2006 WITH 2007]
 
BARCHART2
Best quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Worst quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Year-to-date performance as of 9/30/08: XX.XX%

     The Funds at a Glance — Domini PacAsia Social Equity Fund 21


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AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED 12/31/07
 
The table below shows the average annual total returns of the Domini PacAsia Social Equity Fund in comparison to the MSCI AC Asia Pacific. In addition, after-tax returns are provided for Investor shares. After-tax returns for Class A shares will vary. The after-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, the effect of phaseouts of certain exemptions, deductions, and credits at various income levels, or the impact of the federal alternative minimum tax.
 
Please note:
 
  •  Actual after-tax returns depend on your tax situation and may differ from those shown.
 
  •  After-tax returns are not relevant if you hold your shares through a tax-deferred arrangement, such as a 401(k) plan or an IRA.
 
                         
          Since
       
    1
    Inception
       
    Year     (12/27/06)        
Domini PacAsia Social Equity Fund

Investor Shares:
                       
Return Before Taxes
                       
Return After Taxes on Distributions
                       
Return After Taxes on Distributions and Sale of shares*
                       
Class A shares Return Before Taxes**
                       
                         
MSCI AC Asia Pacific ***(reflects no deduction for fees, expenses, or taxes)
                       
                         
 
The calculation of the Fund’s return after taxes on distributions and sale of shares assumes a complete redemption at the end of the periods shown in the table and that the shareholder has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption so that the shareholder may deduct the capital losses in full.
 
**  The performance for Class A shares includes the performance of the Investor shares for periods prior to November 28, 2008. This performance has not been adjusted to take into account the lower expenses applicable to Class A shares.
 
***  The Morgan Stanley Capital International All Country Asia Pacific Index (MSCI AC Asia Pacific) is an unmanaged index of common stocks. You cannot invest directly in an index.

22 The Funds at a Glance — Domini PacAsia Social Equity Fund


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Domini Social Bond Fund
 
Investment Objective
 
The Domini Social Bond Fund seeks to provide its shareholders with a high level of current income and total return.
 
Primary Investment Strategies
 
The Domini Social Bond Fund (the Fund) primarily invests in bonds and other debt instruments. The Fund seeks to invest in corporate debt instruments that are consistent with Domini’s social and environmental standards. The Fund normally invests at least 85% of its assets in investment-grade securities and maintains a dollar-weighted average effective maturity of between two and ten years.
 
Under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds, including government and corporate bonds, mortgage-backed and asset-backed securities, and U.S. dollar-denominated bonds issued by non-U.S. entities. The Fund will provide shareholders with at least 60 days’ prior notice if it changes this 80% policy.
 
The Fund seeks to play a positive role in the economic revitalization of underserved communities. The Fund seeks to invest in debt instruments that support affordable housing, small business development, community revitalization, rural development, education, the environment, and healthcare. The Fund may invest up to 10% of its assets in community development financial institutions, community loan funds, and similar institutions. These investments may not be insured by the FDIC and may earn below-market rates of return. Some of these investments may be in unrated or lower-rated securities that carry a higher degree of risk than the Fund’s investment-grade securities. Some of these investments may be illiquid.
 
Domini evaluates potential corporate debt instruments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. For additional information about the standards Domini uses to evaluate potential corporate investments and the corporate securities held by the Fund, and certain limitations on investment, please see “Socially Responsible Investing.” Domini reserves the right to alter its social and environmental standards or the application of those standards, or to add new standards, at any time without shareholder approval.
 
The Fund’s submanager uses proprietary analytical tools to select investments from among those which Domini has notified the submanager are eligible for investment. The submanager’s bottom-up approach focuses on fixed-income securities that it believes are undervalued by the market.

23


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Under normal circumstances, the submanager will seek to remove a security from the Fund’s portfolio within 90 days after receiving a notification from Domini that an investment in such security is not consistent with its social and environmental standards. Updated investment eligibility notifications are normally provided to the submanager on a quarterly basis. Such notifications may cause the Fund to dispose of a security at a time when it may be disadvantageous to do so. At Domini’s discretion, investments that are not consistent with Domini’s social and environmental standards may be retained by the Fund to support shareholder advocacy activities.
 
Primary Risks
 
The Fund’s total return, like the bond market in general, may fluctuate widely. As with any mutual fund, you could lose money on your investment in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed. The share price of the Fund normally changes daily based on changes in the value of the securities that the Fund holds. There can be no guarantee that the Fund will be able to achieve its investment objective. The principal risks of investing in the Fund are listed below:
 
Credit Risk
 
Government-Sponsored Entities Risk
 
Information Risk
 
Interest Rate Risk
 
Liquidity Risk
 
Market Risk
 
Portfolio Turnover Risk
 
Prepayment and Extension Risk
 
Socially Responsible Investing Risk
 
Please see “Summary of Primary Risks” following the “Funds at a Glance” section for a description of these risks. There may be other risks that are not listed that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy, or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Statement of Additional Information.

24 The Funds at a Glance — Domini Social Bond Fund


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Past Performance
 
The bar chart below and the following table provide an indication of the risks of investing in the Domini Social Bond Fund. The bar chart shows how returns of the Fund’s Investor shares have varied from one calendar year to the next. The table shows how the average annual total returns of the Fund’s shares compare with those of the Lehman Brothers Intermediate Aggregate Index (LBIA), a broad-based index.
 
Prior to April 25, 2008, the Domini Social Bond Fund was submanaged by the submanager’s predecessor, Seix Advisors, a fixed-income division of Ridgeworth Capital Management, Inc. (formerly known as Trusco Capital Management, Inc.) (“Ridgeworth”). Seix Advisors was spun-off into Seix Investment Advisors, LLC, the Fund’s current submanager in connection with a corporate reorganization of Ridgeworth.
 
Prior to March 18, 2005, the Domini Social Bond Fund was submanaged by ShoreBank.
 
Please note that this information represents past performance (before and after taxes), and is not necessarily an indication of how the Fund will perform in the future.
 
TOTAL RETURN FOR YEARS ENDED DECEMBER 31
 
This bar chart shows how the performance of the Domini Social Bond Fund’s Investor shares has varied over the past seven calendar years.
 
TO BE UPDATED BY AMENDMENT — ADD 2007
 
BARCHART3
 
Best quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Worst quarter covered by the bar chart above: XX.XX%
(quarter ended XX/XX/XX)
 
Year-to-date performance as of 9/30/08: XX.XX%

     The Funds at a Glance — Domini Social Bond Fund  25


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AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/07
 
The table below shows the average annual total returns and after-tax returns of the Domini Social Bond Fund in comparison to the Lehman Brothers Intermediate Aggregate Index (LBIA). The after-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, the effect of phaseouts of certain exemptions, deductions, and credits at various income levels, or the impact of the federal alternative minimum tax.
 
Please note:
 
  •  Actual after-tax returns depend on your tax situation and may differ from those shown.
 
  •  After-tax returns are not relevant if you hold your shares through a tax-deferred arrangement, such as a 401(k) plan or an IRA.
 
                               
      1
      5
      Since Inception
 
      Year       Years       (6/1/00)  
Domini Social Bond Fund
                             
Investor shares Return Before Taxes
                             
Investor shares Return After Taxes on Distributions
                             
Investor shares Return After Taxes on Distributions and Sale of shares*
                             
                               
LBIA (reflects no deduction for fees, expenses, or taxes)**
                             
                               
 
The calculation of the Fund’s return after taxes on distributions and sale of shares assumes a complete redemption at the end of the periods shown in the table and that the shareholder has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption so that the shareholder may deduct the capital losses in full.
 
**  The Lehman Brothers Intermediate Aggregate Index (LBIA) is an unmanaged index of intermediate investment-grade fixed-income securities. You cannot invest directly in an index.

26 The Funds at a Glance — Domini Social Bond Fund


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FUND FEES AND EXPENSES
 
The tables that follow describe the fees and expenses that you would pay if you buy and hold shares of a Fund. The tables show the estimated operating expenses paid each year by each of the Funds. These expenses are based on the actual expenses paid by the Funds for the fiscal year ended July 31, 2008. Actual expenses paid by the Funds may vary from year to year.
 
Investor Shares
 
Shareholder Fees
(fees paid directly by you)
 
                                         
                      Redemption Fee2
         
      Sales Charge
              (as a percentage
         
      (Load)
      Deferred
      of amount
         
      Imposed on
      Sales Charge
      redeemed,
      Exchange
 
      Purchases       (Load)       if applicable)       Fee  
Domini Social Equity Fund
      None         None         2.00 %1       None  
Domini European Social Equity Fund
      None         None         2.00 %1       None  
Domini European PacAsia Social
Equity Fund
      None         None         2.00 %1       None  
Domini PacAsia Social Equity Fund
      None         None         2.00 %1       None  
Domini Social Bond Fund
      None         None         2.00 %1       None  
 
 
Annual Fund Operating Expenses
(expenses deducted from Investor class shares of each Fund)
 
                                                                       
                              Total
                 
              Distribution
                      Annual
                 
      Management
      (12b-1)
      Other
      Operating
      Fee
      Net
 
      Fees       Fees       Expenses       Expenses       Waiver4       Expenses  
                      Admin.
                                 
                      Services/
                                 
                      Sponsorship
      Other
                         
                      Fee       Expenses3                          
Domini Social
Equity Fund
      0.30 %       0.25 %       0.45 %       %       %       %       1.20 %
Domini European Social Equity Fund
      1.00 %       0.25 %       None         %       %       %       1.60 %
Domini European PacAsia Social Equity Fund4
      1.00 %       0.25 %       None         %       %       %       1.60 %
Domini PacAsia Social Equity Fund4
      1.00 %       0.25 %       None         %       %       %       1.60 %
Domini Social
Bond Fund
      0.40 %       0.25 %       0.25 %       %       %       %       0.95 %
 
 
1 In order to discourage use of the Funds for market timing, an early redemption fee is charged on sales or exchanges of shares made less than 30 days after settlement of purchase or acquisition through exchange, with certain exceptions.
 
2 If you wish to receive your redemption proceeds by bank wire, there is a $10 wire service fee. For additional information, please refer to the Shareholder Manual.

27


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3 Other Expenses include the cost of transfer agency, custody and accounting services, and similar expenses.
 
4 Until November 30, 2009, Domini Social Investments LLC has contractually agreed to waive certain fees and/or reimburse certain expenses, including management fees, for the Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, Domini PacAsia Social Equity Fund, and Domini Social Bond Fund, so that each Fund’s expenses, net of waivers and reimbursements, will not exceed, on a per annum basis, 1.20%, 1.60%, 1.60%, 1.60%, and 0.95%, respectively, of the average daily net assets representing Investor shares, absent an earlier modification by the Board of Trustees, which oversees the Funds.
 
Example
 
The example below is intended to help you compare the cost of investing in Investor class shares of the Funds with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur if you invest $10,000 in the Investor class shares of each Fund for the time periods indicated and then sell all of your shares at the end of each period. This example assumes that the Fund provides a return of 5% a year, all dividends and distributions are reinvested, that operating expenses remain the same for the time period indicated, and that the fee waivers reflected in the fee table and the footnotes thereto are in effect for the one-year time period. Although your actual costs may be higher or lower, based on these assumptions your costs would be as follows:
 
                                         
      1 Year       3 Years       5 Years       10 Years  
Domini Social Equity Fund
      $         $         $         $  
Domini European Social Equity Fund
      $         $         $         $  
Domini European PacAsia Social Equity Fund
      $         $         $         $  
Domini PacAsia Social Equity Fund
      $         $         $         $  
Domini Social Bond Fund
      $         $         $         $  
 
 
This example should not be considered to represent actual expenses or performance for the past or the future. Actual future expenses may be higher or lower than those shown.

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Class A Shares
 
Shareholder Fees
(fees paid directly by you)
 
                                         
      Sales Charge
              Redemption Fee2
         
      (Load)
      Deferred
      (as a percentage
         
      Imposed on
      Sales Charge
      of amount redeemed,
      Exchange
 
      Purchases       (Load)       if applicable)       Fee  
Domini Social Equity Fund
      4.75 %       None         2.00 %1       None  
Domini European Social Equity Fund
      4.75 %       None         2.00 %1       None  
Domini European PacAsia Social Equity Fund
      4.75 %       None         2.00 %1       None  
Domini PacAsia Social Equity Fund
      4.75 %       None         2.00 %1       None  
 
 
Annual Fund Operating Expenses
(expenses deducted from Investor class shares of each Fund)
 
                                                                       
                              Total
                 
              Distribution
                      Annual
                 
      Management
      (12b-1)
      Other
      Operating
      Fee
      Net
 
      Fees       Fees       Expenses       Expenses       Waiver4       Expenses  
                      Admin.
                                 
                      Services/
                                 
                      Sponsorship
      Other
                         
                      Fee       Expenses3                          
Domini Social
Equity Fund
      0.30 %       0.25 %       0.45 %       %       %       %       1.18 %
Domini European Social Equity Fund
      1.00 %       0.25 %       None         %       %       %       1.57 %
Domini European PacAsia Social Equity Fund
      1.00 %       0.25 %       None         %       %       %       1.57 %
Domini PacAsia Social Equity Fund
      1.00 %       0.25 %       None         %       %       %       1.57 %
 
 
1 In order to discourage use of the Funds for market timing, an early redemption fee is charged on sales or exchanges of shares made less than 30 days after settlement of purchase or acquisition through exchange, with certain exceptions.
 
2 If you wish to receive your redemption proceeds by bank wire, there is a $10 wire service fee. For additional information, please refer to the Shareholder Manual.
 
3 Other Expenses include the cost of transfer agency, custody and accounting services, and similar expenses. Other Expenses for newly formed Class A shares are based on estimted amoutns for the current fiscal year.
 
4 Until November 30, 2009, Domini Social Investments LLC has contractually agreed to waive certain fees and/or reimburse certain expenses, including management fees, for the Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund, so that each Fund’s expenses, net of waivers and reimbursements, will not exceed, on a per annum basis, 1.18%, 1.57%, 1.57%, and 1.57%, respectively, of the average daily net assets representing Class A shares, absent an earlier modification by the Board of Trustees, which oversees the Funds.

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Example
 
The example below is intended to help you compare the cost of investing in Class A shares of the Funds with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur if you invest $10,000 in the Class A shares of each Fund for the time periods indicated and then sell all of your shares at the end of each period. This example assumes that the Fund provides a return of 5% a year, all dividends and distributions are reinvested, that operating expenses remain the same for the time period indicated, and that the fee waivers reflected in the fee table and the footnotes thereto are in effect for the one-year time period. Although your actual costs may be higher or lower, based on these assumptions your costs would be as follows:
 
                                         
      1 Year       3 Years       5 Years       10 Years  
Domini Social Equity Fund
      $         $         $         $  
Domini European Social Equity Fund
      $         $         $         $  
Domini European PacAsia Social Equity Fund
      $         $         $         $  
Domini PacAsia Social Equity Fund
      $         $         $         $  
 
 
This example should not be considered to represent actual expenses or performance for the past or the future. Actual future expenses may be higher or lower than those shown.

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Institutional Shares
 
Shareholder Fees
(fees paid directly by you)
 
                                         
      Sales Charge
              Redemption Fee2
         
      (Load)
      Deferred
      (as a percentage
         
      Imposed on
      Sales Charge
      of amount redeemed,
      Exchange
 
      Purchases       (Load)       if applicable)       Fee  
Domini Social Equity Fund
      None         None         2.00 %1       None  
 
 
Annual Fund Operating Expenses
(expenses deducted from Institutional shares of each Fund)
 
                                                                       
                              Total
                 
              Distribution
                      Annual
                 
      Management
      (12b-1)
      Other
      Operating
      Fee
      Net
 
      Fees       Fees       Expenses       Expenses       Waiver4       Expenses  
                      Admin.
                                 
                      Services/
                                 
                      Sponsorship
      Other
                         
                      Fee       Expenses3                          
Domini Social
Equity Fund
      0.30 %       None         0.45 %       %       %       %       0.65 %
 
 
1 In order to discourage use of the Funds for market timing, an early redemption fee is charged on sales or exchanges of shares made less than 30 days after settlement of purchase or acquisition through exchange, with certain exceptions.
 
2 If you wish to receive your redemption proceeds by bank wire, there is a $10 wire service fee. For additional information, please refer to the Shareholder Manual.
 
3 Other Expenses include the cost of transfer agency, custody and accounting services, and similar expenses. Other Expenses for newly formed Institutional shares are based on estimted amoutns for the current fiscal year.
 
4 Until November 30, 2009, Domini Social Investments LLC has contractually agreed to waive certain fees and/or reimburse certain expenses, including management fees, for the Domini Social Equity Fund, so that expenses, net of waivers and reimbursements, will not exceed, on a per annum basis, 0.65% of the average daily net assets representing Institutional shares, absent an earlier modification by the Board of Trustees, which oversees the Funds.

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Example
 
The example below is intended to help you compare the cost of investing in Institutional shares of the Domini Social Equity Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur if you invest $10,000 in the Institutional shares of the Fund for the time periods indicated and then sell all of your shares at the end of each period. This example assumes that the Fund provides a return of 5% a year, all dividends and distributions are reinvested, that operating expenses remain the same for the time period indicated, and that the fee waivers reflected in the fee table and the footnotes thereto are in effect for the one-year time period. Although your actual costs may be higher or lower, based on these assumptions your costs would be as follows:
 
                                         
      1 Year       3 Years       5 Years       10 Years  
Domini Social Equity Fund
      $         $         $         $  
 
 
This example should not be considered to represent actual expenses or performance for the past or the future. Actual future expenses may be higher or lower than those shown.

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Class R Shares
 
Shareholder Fees
(fees paid directly by you)
 
                                         
      Sales Charge
              Redemption Fee2
         
      (Load)
      Deferred
      (as a percentage
         
      Imposed on
      Sales Charge
      of amount redeemed,
      Exchange
 
      Purchases       (Load)       if applicable)       Fee  
Domini Social Equity Fund
      None         None         2.00 %1       None  
 
 
Annual Fund Operating Expenses
(expenses deducted from Class R shares of each Fund)
 
                                                                       
                              Total
                 
              Distribution
                      Annual
                 
      Management
      (12b-1)
      Other
      Operating
      Fee
      Net
 
      Fees       Fees       Expenses       Expenses       Waiver4       Expenses  
                      Admin.
                                 
                      Services/
                                 
                      Sponsorship
      Other
                         
                      Fee       Expenses3                          
Domini Social
Equity Fund
      0.30 %       None         0.45 %       0.15 %       0.90 %       0.05 %       0.90 %6
 
 
1 In order to discourage use of the Funds for market timing, an early redemption fee is charged on sales or exchanges of shares made less than 30 days after settlement of purchase or acquisition through exchange, with certain exceptions.
 
2 If you wish to receive your redemption proceeds by bank wire, there is a $10 wire service fee. For additional information, please refer to the Shareholder Manual.
 
3 Other Expenses include the cost of transfer agency, custody and accounting services, and similar expenses.
 
4 Until November 30, 2009, Domini Social Investments LLC has contractually agreed to waive certain fees and/or reimburse certain expenses, including management fees, for the Domini Social Equity Fund, so that expenses, net of waivers and reimbursements, will not exceed, on a per annum basis, 0.90% of the average daily net assets representing Class R shares, absent an earlier modification by the Board of Trustees, which oversees the Funds.

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Example
 
The example below is intended to help you compare the cost of investing in Class R shares of the Domini Social Equity Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur if you invest $10,000 in the Class R shares of the Fund for the time periods indicated and then sell all of your shares at the end of each period. This example assumes that the Fund provides a return of 5% a year, all dividends and distributions are reinvested, that operating expenses remain the same for the time period indicated, and that the fee waivers reflected in the fee table and the footnotes thereto are in effect for the one-year time period. Although your actual costs may be higher or lower, based on these assumptions your costs would be as follows:
 
                                         
      1 Year       3 Years       5 Years       10 Years  
Domini Social Equity Fund
      $         $         $         $  
 
 
This example should not be considered to represent actual expenses or performance for the past or the future. Actual future expenses may be higher or lower than those shown.

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SUMMARY OF PRIMARY RISKS
 
The value of your investment in each of the Funds changes with the values of its investments. Many factors can positively or negatively affect those values. The factors that are most likely to have a material negative effect on your investment are called “Primary Risks.” The Primary Risks of each Fund are identified in the “Funds at a Glance” section and are described below. Each Fund may be subject to additional risks other than those described below because the types of investments made by a Fund can change over time. Additional investment policies and risks of the Funds are set forth in the Statement of Additional Information of the Funds, which is available upon request.
 
Country Risk. Although the Fund expects to diversify its investments primarily among various countries in the European and/or Asia-Pacific regions, as applicable, it may hold a large number of securities in a single country. If the Fund concentrates its investments in a particular country, it bears the risk that economic, political, and social conditions in that country will have a significant impact on Fund performance.
 
Credit Risk. The Fund could lose money if the issuer or guarantor of a bond or other debt instrument does not make timely principal and/or interest payments, is perceived to be less creditworthy, experiences a downgrade in its credit quality or the value of any underlying assets decline, or it otherwise does not honor its obligations. In addition, the value of any debt instrument held by the Fund may be negatively affected for a number of reasons that directly relate to the issuer of that debt instrument, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services.
 
All of these factors contribute to the debt issuer’s perceived creditworthiness. A major factor affecting the pricing of debt instruments is how creditworthy the issuers of these instruments are perceived to be. This perception is often related to credit ratings, assigned by industry-recognized credit rating agencies.
 
Debt instruments with lower ratings tend to be more volatile than those with higher ratings. Lower-rated or unrated securities may also be hard to value accurately or sell at a fair price.
 
Credit risk is broadly guagedby the credit ratings of the securities in which the Fund invests. However, ratings are only the opinions of the companies issuing them and are not absolute guarantees as to quality. Investment-grade debt instruments are those rated “Aaa,” “Aa,” “A,” or “Baa” by Moody’s Investors Service, Inc., or “AAA,” “AA,” “A,” or “BBB” by Standard & Poor’s Ratings Services, and those that the Domini Social Bond Fund’s portfolio managers believe to be of comparable quality.
 
If the credit quality of a security declines after the Fund buys it, the Fund’s portfolio managers will decide whether the Fund should continue to hold or should sell the security. Community development investments

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that are unrated and/or illiquid may be riskier than investment-grade securities, and some may earn below-market rates of return. The Fund may not be able to sell illiquid investments at an advantageous time or price.
 
Currency Risk. The Fund’s share price is denominated in U.S. dollars. Fluctuations between the U.S. dollar and foreign currency exchange rates could negatively affect the value of the Fund’s investments. The Fund will benefit when foreign currencies strengthen against the dollar and will be hurt when foreign currencies weaken against the dollar.
 
Emerging Markets Risk. The Fund may hold a significant number of companies that are tied economically to emerging market countries in Central and Eastern Europe and/or in the Asia-Pacific region. The securities markets in these and other emerging countries are less liquid, are subject to greater price volatility, have smaller market capitalizations, have less government regulation, and are not subject to as extensive and frequent accounting, financial, and other reporting requirements as the securities markets of more-developed countries. Further, investment in equity securities of issuers located in emerging countries involves risk of loss resulting from problems in share registration and custody, and substantial economic and political disruptions. These risks are not normally associated with investments in more-developed countries.
 
Foreign Investing Risk. Investing in securities of companies tied economically to the European and/or Asia-Pacific regions may represent a greater degree of risk than investing in U.S. securities due to political, social, and economic developments abroad, such as political upheaval or financial troubles. Additionally, there is risk resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject, such as accounting, auditing, and financial reporting standards and practices, and the degree of government oversight and supervision. These factors can make foreign investments more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.
 
Geographic Concentration Risk. The Fund will be largely invested in companies based in European and/or Asia-Pacific regions. Market changes or other factors affecting these regions, including political instability and unpredictable economic conditions, could have a significant impact on the Fund due to its regional concentration.
 
Government-Sponsored Entity Risk. The Fund currently invests a significant portion of its assets in securities issued by government-sponsored entities such as Fannie Mae (formerly known as the Federal National Mortgage Association), Freddie Mac (formerly known as the Federal Home Loan Mortgage Corporation), and the Federal Home Loan Banks. These entities were chartered or sponsored by Congress, however, they are not funded by the government, and their securities are not issued, guaranteed, or insured by the U.S. government or the U.S. Treasury. Although the U.S. government has provided financial support to Fannie

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Mae and Freddie Mac, there can be no assurance that it will support these or other government-sponsored enterprises in the future.
 
Information Risk. To evaluate an issuer’s social and environmental performance and/or certain markets, sectors, or geographic regions, Domini generally relies on information that is provided by third parties or is self-reported by issuers. Therefore, there is a risk in certain circumstances (e.g., Asia-Pacific and emerging market regions) that sufficient information may not be readily available, complete, or accurate, or may be biased. This may affect the way Domini’s standards are applied in a particular situation. In certain circumstances, this may lead Domini to avoid certain issuers, markets, industries, sectors or geographic regions.
 
Interest Rate Risk. In general, the value of a bond goes down when interest rates go up. The value of the Fund tends to follow the same pattern. Falling interest rates, on the other hand, could cause the Fund’s income to decline. Securities with longer maturities tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter maturities. Under normal market conditions, the Fund’s dollar-weighted average effective maturity is from two to ten years. Prepayments of the debt instruments held by the Fund that are greater than or less than expected may cause its average effective maturity to differ from its normal range. This deviation is not a violation of investment policy.
 
Liquidity Risk. Liquidity Risk exits when particular investments are difficult to sell. When the Fund holds these types of investments, the Fund’s portfolio may be more difficult to value, especially in changing markets. Investments by the Fund in derivatives, below investment grade securities, foreign securities, and corporate loans tend to involve greater liquidity risk. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, the Fund, due to limitations on investments in illiquid securities and the difficulty in purchases and selling such securities, may be unable to achieve its desired level of exposure to certain sectors.
 
Market Risk. The value of the securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, or economic developments in the United States or abroad. Different parts of the market can react differently to these developments. To the extent that the Fund concentrates more of its investments in a particular sector of a market, the Fund will be more susceptible to any economic, social, or political factor affecting that sector.
 
Mid- to Large-Cap Companies Risk. Under normal circumstances, the Fund will invest primarily in mid-cap to large-cap U.S. companies. Mid-cap and large-cap stocks tend to go through cycles when they do better, or worse, than other asset classes or the stock market overall. The performance of each shareholder’s investment will be affected by these

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market trends. The Fund reserves the right to invest in companies of any capitalization, including small-cap companies that are more likely to have more limited product lines, fewer capital resources, and less depth of management than larger companies.
 
Portfolio Turnover Risk. The Fund will be actively managed and may have a high portfolio turnover rate. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate generally involves greater expenses, including brokerage commissions and other transactional costs, which may have an adverse impact on performance. The portfolio turnover rate of the Fund will vary from year to year, as well as within a year.
 
Prepayment and Extension Risk. Many fixed income securities give the issuer the option to repay or call the security prior to its maturity date. Issuers often exercise the right when interest rates fall. This can reduce the returns of the Fund because it may have to reinvest that money at the lower prevailing interest rates. On the other hand, rising interest rates may cause debt instruments to be repaid later than expected, forcing the Fund to endure the relatively low interest rates on these instruments. This also extends the average effective maturity of certain debt instruments, making them more sensitive to changes in interest rates and the Fund’s net asset value more volatile. Because the Fund invests in mortgage-backed securities, it is particularly sensitive to this type of risk.
 
Sector Concentration Risk. The Fund’s benchmark index may be concentrated in specific sectors at various times. Because a Fund’s portfolio sector concentration may be managed to the benchmark, the Fund may hold a large percentage of securities in a single sector (e.g., financials). If the Fund holds a large percentage of securities in a single sector, its performance will be tied closely to and affected by the performance of that sector.
 
Socially Responsible Investing Risk. Since the Fund seeks to make sustainable investments that are consistent with Domini’s social and environmental standards, it may choose to sell, or not purchase, investments that are otherwise consistent with its investment objective. In general, the alignment of Fund holdings with Domini’s social and environmental standards may affect the Fund’s exposure to certain issuers, industries, sectors, and countries that may impact the relative financial performance of the Fund — positively or negatively — depending on whether such investments are in or out of favor.
 
Style Risk. The submanager’s quantitative stock selection approach seeks to identify stocks it believes are both undervalued by the market and favorably positioned according to earnings growth and price momentum. There is a risk that this approach may fail to produce the intended results, for example, if stocks remain undervalued during a given period, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions.

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SOCIALLY RESPONSIBLE INVESTING
 
In the course of pursuing their own financial objectives, socially responsible investors also seek to use their investments to create a more fair and sustainable world. Domini believes that by factoring sustainability standards into their investment decisions, investors can encourage greater corporate responsibility. The use of social and environmental standards may also help to identify companies that are led by more enlightened management, are focused on the creation of long-term value, and are better able to meet the needs of their stakeholders and of the planet.
 
Each of the Domini Funds incorporates Domini’s social and environmental standards into its investment process. We believe the use of these standards in the investment process helps to more effectively align the financial markets with societal needs, build demand for data on corporate social and environmental performance, and communicate the expectations of socially responsible investors to issuers and the broader investment community. When appropriate, we engage in dialogue with the management of companies urging them to address the social and environmental impacts of their operations. In addition, we seek to vote all company proxies in accordance with Domini’s published guidelines, which cover a wide range of social, environmental, and corporate governance matters.
 
The Social and Environmental Standards
Applied to the Domini Funds
 
Domini believes that its standards can help identify strong long-term investments, as well as highlight companies and other issuers that enrich society and the environment. Domini seeks to understand each company’s response to what Domini determines to be key social and environmental challenges it faces. Domini evaluates potential investments against its standards based on the businesses in which they engage, as well as on the quality of the company’s relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers.
 
Domini believes that certain goods and services are misaligned with its standards. Therefore, Domini will seek to avoid investment in firms that it determines to be sufficiently involved with such goods and services to warrant their exclusion. These goods and services include, but may not be limited to, alcohol, tobacco, gambling, nuclear power, and military weapons.
 
Domini will often determine that an investment is consistent with its standards even when the issuer’s profile reflects a mixture of positive and negative social and environmental characteristics. Domini recognizes that relationships with key stakeholders are complicated and that even the best of companies often run into problems day to day. Domini’s approach recognizes that a company with a mixed record may still be effectively

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grappling with the important issues in its industry. The Funds will invest in companies with a combination of controversies and praiseworthy initiatives.
 
Domini’s standards may also limit a Fund’s investment in certain geographic areas due to prevailing political conditions that Domini believes affect the social and environmental performance of companies in those regions. In addition, Domini’s standards currently prohibit investment by the Funds in U.S. Treasuries, the general obligation securities issued by the U.S. government. While Domini recognizes that these securities support many public goods essential for our society, it has adopted this policy to reflect serious concerns about the risks posed by our country’s nuclear weapons arsenal and continuing large military expenditures.
 
Domini’s interpretation and application of its social and environmental standards are subjective and may evolve over time. In addition, in response to business practices in different regions of the world Domini may determine that it is necessary to reinterpret or customize its social and environmental standards for a particular region.
 
Domini’s social and environmental standards are designed to reflect many of the standards widely used by socially responsible investors. However, you may find that some Fund holdings do not reflect your social or environmental standards. You may wish to review a list of the holdings in a Fund’s portfolio to decide if they meet your personal standards. To obtain portfolio holdings information, please refer to “Additional Investment Strategies, Risk, and Portfolio Holdings Information.”
 
Engagement
Each year, the Domini Funds seek to raise issues of social and environmental performance with the management of certain companies through proxy voting, dialogue with management, and by filing shareholder resolutions, where appropriate. In European and Asia-Pacific countries, various barriers, including regulatory systems, geography, and language, may impair a Fund’s ability to use its influence effectively. In particular, due to onerous regulatory barriers, the Domini Funds do not generally expect to file shareholder resolutions outside the United States.
 
Community Development
The Domini Social Bond Fund seeks to play a positive role in the economic revitalization of underserved communities. The Fund’s investments include debt instruments issued by a range of noncorporate entities, including government agencies, states, and municipalities, as well as corporate debt. Domini seeks out investments for the Bond Fund that it views as having social impact across a spectrum of community development activities. Specifically, the Bond Fund seeks to identify investments that support affordable housing, small business development, community revitalization, rural development, education, the environment, or healthcare.

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For noncorporate issuers, Domini seeks to identify investments for the Domini Social Bond Fund that increase access to capital for those historically underserved, support the creation of public goods in economically disadvantaged regions, or encourage responsible innovation in financial services to these regions. To measure an issuer’s ability to enhance access to capital, create public goods, and innovate, Domini normally assesses fixed-income investments against a multi-level gradient of community development impact. Fixed-income holdings will typically include holdings ranging from the lowest to the highest level of community impact, as measured by Domini’s Community Impact Gradient.
 
***
 
Domini may, at its discretion, choose to change its social or environmental standards, add additional standards, or modify the application of the standards listed above to a Fund at any time, without shareholder approval. This will impact investments held by a Fund, and may cause certain companies, sectors, industries, or countries to be dropped from or added to a Fund’s portfolio. In addition, Domini reserves the right to vary the application of these standards to a Fund, depending, for example, on such factors as asset class, industry and sector representation, market capitalization, investment style, access to quality data on an issuer’s social or environmental performance, and cultural and political factors that may vary by region or country.

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ADDITIONAL INVESTMENT STRATEGIES, RISK,
AND PORTFOLIO HOLDINGS INFORMATION
 
Investment Objective
 
Each Fund’s investment objective may be changed by the Fund’s Board of Trustees without shareholder approval, but shareholders will be given notice at least 30 days before any change to the investment objective is implemented. Management currently has no intention to change any Fund’s investment objective.
 
Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund
 
The Domini Social Equity Fund provides shareholders with exposure to a core portfolio of companies based in the United States. The Fund also may hold up to 15% of its assets in companies organized or principally traded outside the United States.
 
The Domini European Social Equity Fund and Domini PacAsia Social Equity Fund provide shareholders with exposure to a core portfolio of companies based in Europe and the Asia-Pacific region, respectively. The Domini European PacAsia Social Equity Fund provides shareholders with exposure to a core portfolio of companies based in Europe and the Asia-Pacific region. Each of these Funds is expected to invest at least 80% of its assets in equity securities and related investments tied economically to its applicable region(s).
 
Each Fund’s investments are selected from a universe of securities that Domini has identified as eligible for investment based on its evaluation against Domini’s social and environmental standards. In seeking to achieve a Fund’s investment objective, the submanager applies a quantitative stock selection approach to potential holdings within a disciplined portfolio construction framework. The disciplined portfolio construction process seeks to manage risk and ensure that the Fund’s holdings and characteristics are consistent with a Fund’s investment objective. The submanager’s quantitative stock selection process uses multiple factors to determine a security’s attractiveness. The factors can be grouped loosely into “value” and “momentum” categories. Valuation factors compare securities within sectors based on measures such as price ratios and balance sheet strength. Momentum focuses on stocks with favorable earnings and stock price momentum to assess the appropriate time for purchase. The quantitative analysis favors stocks that appear to be both inexpensive according to the value factors and well-positioned according to earnings growth and price momentum factors. The weight of each factor and category varies by industry and region. The submanager will seek to buy the most attractive stocks and sell the least attractive stocks, within reasonable turnover constraints.

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At Domini’s discretion and subject to Domini’s social and environmental standards, some of a Fund’s assets may be used to maintain positions in certain investments for various reasons, including shareholder advocacy purposes.
 
Use of Depository Receipts
Securities of foreign issuers may be purchased directly or through depository receipts, such as American Depository Receipts (ADRs), European Depository Receipts (EDRs), and Global Depository Receipts (GDRs), or other securities representing underlying shares of foreign companies. Generally, ADRs, in registered form, are designed for use in U.S. securities markets, and EDRs and GDRs, in bearer form, are designed for use in European and global securities markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities. EDRs and GDRs are European and global receipts, respectively, evidencing a similar arrangement. The use of all such instruments is subject to Domini’s social and environmental standards.
 
Use of Options, Futures, and Other Derivatives
Although it is not a principal investment strategy, each Fund may purchase and sell options, enter into futures contracts, currency forwards, and/or utilize other derivative contracts and securities with respect to stocks, bonds, groups of securities (such as financial indexes), foreign currencies, interest rates, or inflation indexes. A Fund may also utilize derivative instruments, such as equity-linked securities, to gain exposure to certain emerging markets, but not as a principal investment strategy. These techniques, which are incidental to a Fund’s primary strategy, permit the Fund to gain exposure to a particular security, group of securities, currency, interest rate, or index, and thereby have the potential for a Fund to earn returns that are similar to those that would be earned by direct investments in those securities or instruments. The use of all such instruments is subject to Domini’s social and environmental standards.
 
These techniques are also used to manage risk by hedging a Fund’s portfolio investments. Hedging techniques may not always be available to a Fund, and it may not always be feasible for a Fund to use hedging techniques even when they are available.
 
Derivatives have risks, however. If the issuer of the derivative instrument does not pay the amount due, the Fund could lose money on the instrument. In addition, the underlying security or investment on which the derivative is based, or the derivative itself, may not perform the way the Fund’s submanager expected. As a result, the use of these techniques may result in losses to the Fund or increase volatility in the Fund’s performance. Some derivatives are sophisticated instruments that typically involve a small investment of cash relative to the magnitude of risks

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assumed. Derivative securities are subject to market risk, which could be significant for those that have a leveraging effect.
 
Domini Social Bond Fund
 
The Domini Social Bond Fund seeks to foster economic empowerment through investments that support affordable housing, small business development, community revitalization, rural development, education, the environment, and healthcare.
 
Types of Bonds and Other Investments
The Domini Social Bond Fund typically invests at least 85% of its assets in investment-grade securities. The Fund can buy many types of debt instruments including, without limitation, corporate bonds, bonds issued by U.S. government agencies or instrumentalities, and mortgage-backed and asset-backed securities. The Fund may also invest in the instruments of, and deposit cash with, community development banks, community loan funds, credit unions, and other entities whose mission is community economic development. Such instruments may be unrated and/or illiquid. The Fund may not invest more than 15% of its net assets in illiquid securities. All of the Fund’s holdings are subject to Domini’s social and environmental standards. Please see “Socially Responsible Investing” above for more information.
 
The Bond Fund may invest in mortgages, loans, and pools of loans issued by community development banks, community development financial institutions, community loan funds, and similar institutions. These investments are targeted to underinvested areas, low- to moderate-income individuals, and small businesses.
 
The Fund may invest up to 10% of its assets in community development financial institutions, community loan funds, and similar institutions. These investments may not be insured by the FDIC.
 
These and other Domini Social Bond Fund investments may earn below-market rates of return, may also be lower-rated or unrated, and may subject the Fund to more credit risk than other types of debt instruments. Some of the Fund’s investments may also be illiquid, and the Fund may not be able to sell them at an advantageous time or price.
 
The following describes the most common types of bonds and other debt instruments and investments the Fund will hold. (For a discussion of the risks associated with these types of securities, refer to “Domini Social Bond Fund — Primary Risks.”)
 
Securities of U.S. Government Agencies and Instrumentalities are bonds issued by government agencies and instrumentalities and government-sponsored entities. The Fund generally invests in securities related to housing, farming, and education. These investments represent loans to the issuing agency or instrumentality.

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Please keep in mind that some securities issued by U.S. government agencies and instrumentalities may not be backed by the full faith and credit of the U.S. Treasury. The Fund currently invests a significant portion of its assets in securities issued by government-sponsored entities such as Freddie Mac, Fannie Mae, and the Federal Home Loan Banks. Although these entities were chartered or sponsored by Congress, they are not funded by the government, and the securities they issue are not guaranteed or insured by the U.S. government or the U.S. Treasury. Securities issued by these government-sponsored entities are backed by their respective issuers only.
 
The Fund does not currently intend to invest in direct obligations of the U.S. Treasury such as U.S. Treasury bills, notes, and bonds.
 
State and Municipal Bonds represent loans to a state or municipal government, or one of its agencies or instrumentalities.
 
Corporate Bonds are IOUs issued by companies that want to borrow money for some business purpose. As with other types of bonds, the issuer promises to repay the principal on a specific date and to make interest payments in the meantime. The amount of interest offered depends on market conditions and also on the financial health of the company issuing the bonds. For example, a company whose credit rating is weak will have to offer a higher interest rate to obtain buyers for its bonds. The Fund invests primarily in investment-grade corporate bonds, which are corporate bonds rated in one of the four highest rating categories by independent bond rating agencies, and those that the Fund’s portfolio managers believe to be of comparable quality.
 
Mortgage-Backed and Asset-Backed Securities represent interests in underlying pools of mortgages or consumer or commercial loans — most often home loans or credit card, automobile, or trade receivables. Unlike ordinary bonds, which generally pay a fixed rate of interest at regular intervals and then pay principal upon maturity, mortgage-backed securities pay both interest and principal as part of their regular payments. The Fund may also invest in mortgage-backed securities that are called collateralized mortgage obligations (CMOs). Typically CMOs are issued in separate classes with different stated maturities. As the underlying mortgage pool experiences prepayments, the pool pays off investors in classes with shorter maturities first.
 
The Domini Social Bond Fund may invest extensively in mortgage-backed and asset-backed securities. Because the mortgages and loans underlying these securities can be prepaid at any time by homeowners or consumer or corporate borrowers, mortgage-backed securities and asset-backed securities are particularly sensitive to prepayment risk. As a result, the prepayment risk borne by the Fund

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may be higher than that for a bond fund that does not invest in these types of securities.
 
Mortgage-backed securities are issued by a number of government agencies and government-sponsored entities, including the Government National Mortgage Association (GNMA or Ginnie Mae), Freddie Mac, and Fannie Mae.
 
Ginnie Mae is a wholly owned government corporation that guarantees privately issued securities backed by pools of mortgages insured by the Federal Housing Administration, the Department of Veterans Affairs, and the Department of Agriculture under the Rural Housing Service Program. Ginnie Maes are guaranteed by the full faith and credit of the U.S. Treasury as to the timely payment of principal and interest. Freddie Mac and Fannie Mae are government-chartered, but shareholder-owned, corporations whose mandate is to enhance liquidity in the secondary mortgage markets. Freddie Macs and Fannie Maes are backed by their respective issuer only and are not guaranteed or insured by the U.S. government or the U.S. Treasury. Although the U.S. government has provided support to Freddie Mac and Fannie Mae there can be no assurances that it will support these or other govenment-sponsored enterprises in the future. Of course, your investment in the Domini Social Bond Fund is not insured. The Fund may also invest to a lesser extent in conventional mortgage securities, which are packaged by private entities and are not guaranteed or insured by the U.S. government or the U.S. Treasury.
 
International Dollar-Denominated Bonds (or Yankee bonds) are bonds denominated in U.S. dollars issued by foreign governments and companies. Because the bond’s value is designated in dollars rather than the currency of the issuer’s country, the investor is not exposed to currency risk. To the extent that the Fund owns bonds issued by foreign governments and companies, the Fund is subject to risks relating to political, social, and economic developments abroad.
 
Zero Coupon Obligations. The Fund may invest in obligations that do not pay current interest, known as “zero coupon” obligations. The prices of zero coupon obligations tend to be more volatile than those of securities that offer regular payments of interest. This makes the Fund’s net asset value more volatile. In order to pay cash distributions representing income on zero coupon obligations, the Fund may have to sell other securities on unfavorable terms. These sales may generate taxable gains for shareholders.
 
Floating and Variable Rate Obligations. The Fund may invest in obligations that pay interest at rates that change based on market interest rates, known as “floating” or “variable” rate obligations. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified interest rate. These securities tend to be highly sensitive to interest rate changes.

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Floating and variable rate obligations with interest rates that change based on a multiple of a market interest rate may have the effect of magnifying the Fund’s gains or losses.
 
Derivatives. The Fund may use derivatives (including futures and options), which are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate, or index. The various derivatives that the Fund may use are described in more detail in the Statement of Additional Information. The Fund may use derivatives to reduce exposure to certain risks, such as interest rate risk. The Fund will not use derivatives for leverage. Suitable derivative transactions may not be available in all circumstances, and there can be no assurance that the Fund will use derivatives, even when they may benefit the Fund. Derivatives are subject to a number of risks described in further detail in this prospectus, such as market risk, interest rate risk, and credit risk. They also may be mispriced or improperly valued, and changes in the value of derivatives may not correlate perfectly with the underlying asset, reference rate, or index.
 
 
Understanding Bond Fund Risk: Average Maturity Calculations
 
Unlike an individual bond, which is repaid when it reaches maturity, a bond fund has no fixed maturity date. Instead, it maintains an average rolling maturity by selling aging bonds and buying newer ones. The average maturity of a bond fund is the average of all the maturities of the bonds held by the fund. It is usually expressed as a dollar-weighted average, so that the bonds held in greater amounts weigh more heavily in the calculation than bonds held in smaller amounts.
 
The dollar-weighted average effective maturity takes into account the portfolio managers expectation of prepayments and the call provisions of certain securities. Therefore, average effective maturity may be shorter than a simple average maturity calculation.
 
In general, a bond fund with a longer dollar-weighted average effective maturity will usually experience greater volatility due to its sensitivity to changes in interest rates than a fund with a shorter dollar-weighted average effective maturity.
 
Cash Reserves
 
Although each of the Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund seeks to be fully invested at all times, each keeps a small percentage of its assets in cash or cash equivalents. These reserves provide each Fund with flexibility to meet redemptions and expenses, and to readjust its portfolio holdings. Each Fund may hold these cash reserves uninvested or may invest them in high-quality, short-term debt securities issued by agencies or instrumentalities of the U.S. government, bankers’ acceptances, commercial paper, certificates of deposit, bank deposits, or repurchase agreements. Some of the investments may be with community development banks and financial

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institutions and may not be insured by the FDIC. All such securities are subject to Domini’s social and environmental standards.
 
The Domini Social Bond Fund will also invest a portion of its assets in short-term debt securities issued by agencies or instrumentalities of the U.S. government, bankers’ acceptances, commercial paper, certificates of deposit, bank deposits, and repurchase agreements. Some of the investments may be with community development banks and financial institutions and may not be insured by the FDIC. All such securities are subject to Domini’s social and environmental standards.
 
Illiquid Securities
 
Each Fund may not invest more than 15% of its net assets in illiquid securities, which may be difficult to value properly and may involve greater risks than liquid securities. Illiquid securities include those legally restricted as to resale, and may include commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933 and securities eligible for resale pursuant to Rule 144A thereunder. Certain Section 4(2) and Rule 144A securities may be treated as liquid securities if the Manager determines that such treatment is warranted. Even if determined to be liquid, holdings of these securities may increase the level of Fund illiquidity if eligible buyers become uninterested in purchasing them.
 
Temporary Investments
 
Each Fund may temporarily use a different investment strategy for defensive purposes in response to market conditions, economic factors, or other occurrences. This may adversely affect a Fund’s performance. You should note, however, that the Funds have not used a different investment strategy for defensive purposes in the past and may decide not to do so in the future — even in the event of deteriorating market conditions.
 
Securities Lending
 
Consistent with applicable regulatory policies, including those of the Board of Governors of the Federal Reserve System and the SEC, each of the Funds may make loans of its securities to member banks of the Federal Reserve System and to broker-dealers. These loans would be required to be secured continuously by collateral consisting of securities, cash, or cash equivalents maintained on a current basis at an amount at least equal to the market value of the securities loaned. A Fund would have the right to terminate a loan and obtain the securities loaned at any time on three days’ notice. During the existence of a loan, a Fund would continue to collect the equivalent of the dividends paid by the issuer on the securities loaned and would also receive interest on investment of cash collateral. A Fund may pay finder’s and other fees in connection with securities loans. Loans of securities involve a risk that the borrower may fail to return the securities or may fail to provide additional collateral.

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Portfolio Holdings Information
 
A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Additional Information and at www.domini.com. Currently, disclosure of each Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter (each January 31, April 30, July 31, and October 31) in the Annual Report and the Semi-Annual Report to Fund shareholders and in the Quarterly Report on Form N-Q.
 
To obtain copies of Annual and Semi-Annual Reports, free of charge, call 1-800-582-6757. Each Annual, Semi-Annual, and Quarterly Report is available online at www.domini.com and on the EDGAR database on the SEC’s website, www.sec.gov.
 
In addition, Domini’s website contains information about each Fund’s portfolio holdings, including, as applicable, the security description, the ticker, the security identification number, price per share, par value, market value, and percentage of total investments, in each case updated as of the end of the most recent calendar quarter (i.e., each March 31, June 30, September 30, and December 31). This information is provided on the website with a lag of at least 30 days and will be available until updated for the next calendar quarter. During the first calendar quarter of a Fund’s operations and for 30 days thereafter, Domini’s website may also contain portfolio holdings information with respect to a Fund as of 5 business days after commencement of operations, or any later date in such calendar quarter with a lag, in each case, of at least 7 business days. Such information is limited to descriptions of the securities held by the Fund and the identification numbers and/or ticker symbols for such securities. To find this information, please visit www.domini.com, click on “Domini Funds” at the top of the page, and select the appropriate Fund for which you wish to retrieve portfolio holdings information.
 
Additional Information
 
The Funds are not required to use every investment technique or strategy listed in this prospectus or in the Statement of Additional Information. For additional information about the Funds’ investment strategies and risks, the Funds’ Statement of Additional Information is available, free of charge, from Domini, or online at www.domini.com.

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WHO MANAGES THE FUNDS?
 
Investment Manager
 
Domini Social Investments LLC (Domini or the Manager), 536 Broadway, 7th floor, New York, NY 10012, has been managing money since November 1997. As of September 30, 2008, Domini managed more than [$1.1] billion in assets for individual and institutional investors who are working to create positive change in society by using social and environmental standards in their investment decisions. Domini provides the Funds with investment supervisory services, overall operational support, and administrative services.
 
For each Fund, Domini sets the social and environmental standards and determines which securities are eligible for investment. Domini also has authority to determine from time to time what securities are purchased, sold, or exchanged, and what portion of assets are held uninvested.
 
Domini’s social and environmental research is conducted by a team of analysts led by Steven Lydenberg. Mr. Lydenberg, CFA, has been the chief investment officer of Domini since 2003 and vice president of the Domini Funds since 1990. As chief investment officer, Mr. Lydenberg is primarily responsible for investment eligibility determinations, the development and oversight of Domini’s social and environmental standards, and Domini’s Community Impact Gradient.
 
Mr. Lydenberg has been active in social research since 1975. Mr. Lydenberg was a founder of KLD Research & Analytics, Inc., served as its research director from 1990 to 2001, and served on KLD’s Domini 400 Social IndexSM Committee through March 31, 2005. From 1987 to 1989, he was an associate with Franklin Research and Development Corporation (now known as Trillium Asset Management). For 12 years he worked with the Council on Economic Priorities, ultimately as director of corporate accountability research. Mr. Lydenberg holds a B.A. in English from Columbia College and an M.F.A. in theater arts from Cornell University, and holds the Chartered Financial Analyst designation.
 
The Domini standards committee may be convened as necessary for interpretation of Domini’s social and environmental standards. The standards committee currently includes Amy Domini, chief executive officer, and Steven Lydenberg, chief investment officer, and may include other Domini employees.
 
Investment Submanagers
 
The Manager, subject to the supervision of the Board of Trustees of the Funds (the “Board”), acts as a “manager of managers,” and oversees the Funds’ day-to-day operations and manages the investments of each Fund. The Manager may delegate to a submanager the responsibility for day-to-day management of the investments of each Fund, subject to the Manager’s oversight. The Manager also recommends the appointment of additional or replacement submanagers to the Funds’ Trustees. In the

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future, the Funds and the Manager may request exemptive relief from the SEC or otherwise comply with the Investment Company Act of 1940, and the rules thereunder, to permit the Manager and the Fund, subject to the supervision of the Board, to add or terminate a submanager without shareholder approval.
 
Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, Domini PacAsia Social Equity Fund. Wellington Management Company, LLP (Wellington Management or the Submanager), with its principal offices at 75 State Street, Boston, MA 02109, provides investment submanagement services to each of the Funds pursuant to a Submanagement Agreement with Domini. As of September 30, 2008, Wellington Management had investment management authority with respect to approximately $      billion in assets.
 
Wellington Management buys and sells stocks that Domini determines meet each Fund’s social and environmental standards using a quantitative stock selection approach within a risk-managed portfolio construction framework. The quantitative stock selection approach incorporates a diverse set of factors based on fundamental and technical inputs. The quantitative stock selection approach incorporates value and momentum as primary investment themes.
 
Mammen Chally, CFA, a vice president and equity portfolio manager of Wellington Management, has served as the portfolio manager for the Domini Social Equity Fund or the fund in which it formerly invested since 2006. Mr. Chally joined Wellington Management as an investment professional in 1994.
 
Doris T. Dwyer, a vice president and equity portfolio manager of Wellington Management, has served as the portfolio manager for the Domini European Social Equity Fund or the fund in which it formerly invested since 2006. Ms. Dwyer has been involved in portfolio management and securities analysis for the Fund since 2005. Ms. Dwyer joined Wellington Management as a portfolio manager in 1998.
 
Manjit S. Bakshi, CFA, a vice president and equity portfolio manager of Wellington Management, has served as the portfolio manager for the Domini European PacAsia Social Equity Fund and the Domini PacAsia Social Equity Fund, or the fund in which each formerly invested, since 2006. Prior to joining Wellington Management as a portfolio manager in 2004, Mr. Bakshi was a senior managing director at TIAA-CREF (2004), and chief operating officer for RISConsulting LLC (2003).
 
The Statement of Additional Information contains additional information about the compensation of these investment professionals, other accounts managed by them, and their ownership of the securities of the applicable Fund.

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Domini Social Equity Fund. For the services Domini and Wellington Management provide to the Domini Social Equity Fund, they receive aggregate fees at the following rates: 0.30% of the first $2 billion of net assets managed, 0.29% of the next $1 billion, and 0.28% of net assets managed in excess of $3 billion. Under the Sponsorship Agreement between Domini and the Domini Social Equity Fund, Domini’s fee is 0.45% of the first $2 billion of net assets managed, 0.44% of the next $1 billion, and 0.43% of net assets managed in excess of $3 billion.
 
For the services Domini and Wellington Management provided during the fiscal year ended July 31, 2008, to the Fund and to the Domini Social Equity Trust, the master fund in which the Fund formerly invested substantially all its assets, they received a total of     % of the average daily net assets of the Domini Social Equity Fund, after waivers.
 
A discussion regarding the basis of the Board of Trustees’ approval of the Domini Social Equity Fund’s Management and Submanagement Agreements with Domini and Wellington Management, respectively, will be available in the Domini Social Equity Fund’s Semi-Annual Report to shareholders for the fiscal period ended January 31, 2009.
 
Domini European Social Equity Fund. For the services Domini and Wellington Management provide to the Domini European Social Equity Fund they receive aggregate fees at the following rates: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million, and 0.88% of net assets managed in excess of $500 million.
 
For the services Domini and Wellington Management provided during the fiscal year ended July 31, 2008, to the Fund and to the Domini European Social Equity Trust, the master fund in which the Fund formerly invested substantially all its assets, they received a total of     % of the average daily net assets of the Domini European Social Equity Fund, after waivers.
 
A discussion regarding the basis of the Board of Trustees’ approval of the Domini European Social Equity Fund’s Submanagement Agreement with Wellington Management will be available in the Domini European Social Equity Fund’s Semi-Annual Report to shareholders for the fiscal period ended January 31, 2009.. A discussion regarding the basis of the Board of Trustees’ approval of the continuance of the Domini European Social Equity Fund’s Management Agreement with Domini is available in the Domini European Social Equity Fund’s Annual Report to shareholders for the fiscal year ended July 31, 2008.
 
Domini European PacAsia Social Equity Fund. For the services Domini and Wellington Management provide to the Domini European PacAsia Social Equity Fund, they receive aggregate fees at the following rates: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million of net assets managed, and 0.88% of net assets managed in excess of $500 million. For the services Domini and Wellington provided during the fiscal year ended July 31, 2008, to the Fund and to the Domini

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European PacAsia Social Equity Trust, the master fund in which the Fund formerly invested substantially all its assets, they received a total of 1.00% of the average daily net assets of the Domini European PacAsia Social Equity Fund, after waivers.
 
A discussion regarding the basis of the Board of Trustees’ approval of the Domini European PacAsia Social Equity Fund’s Submanagement Agreement with Wellington Management will be available in the Domini European PacAsia Social Equity Fund’s Semi-Annual Report to shareholders for the fiscal period ended January 31, 2009. A discussion regarding the basis of the Board of Trustees’ approval of the continuance of the Domini European PacAsia Social Equity Fund’s Management Agreement with Domini is available in the Domini European PacAsia Social Equity Fund’s Annual Report to shareholders for the fiscal year ended July 31, 2008.
 
Domini PacAsia Social Equity Fund. For the services Domini and Wellington Management provide to the Domini PacAsia Social Equity Fund they receive aggregate fees at the following rates: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million of net assets managed, and 0.88% of net assets managed in excess of $500 million. For the services Domini and Wellington provided during the fiscal year ended July 31, 2008, to the Fund and the Domini PacAsia Social Equity Trust, the master fund in which the Fund formerly invested substantially all its assets, they received a total of 1.00% of the average daily net assets of the Domini PacAsia Social Equity Fund, after waivers.
 
A discussion regarding the basis of the Board of Trustees’ approval of the Domini PacAsia Social Equity Fund’s Submanagement Agreement with Wellington Management will be available in the Domini PacAsia Social Equity Fund’s Semi-Annual Report to shareholders for the fiscal period ended January 31, 2009. A discussion regarding the basis of the Board of Trustees’ approval of the continuance of the Domini PacAsia Social Equity Fund’s Management Agreement with Domini is available in the Domini PacAsia Social Equity Fund’s Annual Report to shareholders for the fiscal year ended July 31, 2008.
 
Domini Social Bond Fund
Seix Investment Advisors LLC (“Seix”), a wholly owned subsidiary of Ridgeworth Capital Management, Inc., (“Ridgeworth”) (formerly, known as Trusco Capital Management, Inc.), provides investment submanagement services to the Domini Social Bond Fund pursuant to a Submanagement Agreement with Domini. The submanager’s predecessor, Seix Advisors, Inc. (Seix Advisors), the former fixed-income division of Ridgeworth, provided investment submanagement services to the Fund until April 25, 2008. Seix is located at 10 Mountainview Road, Suite C-200, Upper Saddle River, NJ 07458. Seix Investment Advisors LLC (“Seix”), a wholly owned subsidiary of Ridgeworth Capital Management, Inc., (“Ridgeworth”) (formerly, known as Trusco Capital Management, Inc.), provides investment submanagement services to the

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Domini Social Bond Fund pursuant to a Submanagement Agreement with Domini. The submanager’s predecessor, Seix Advisors, Inc. (Seix Advisors), the former fixed-income division of Ridgeworth, provided investment submanagement services to the Fund until April 25, 2008. Seix is located at 10 Mountainview Road, Suite C-200, Upper Saddle River, NJ 07458. Seix Advisors was spun-off into Seix in connection with a corporate reorganization of Ridgeworth. Ridgeworth is a wholly owned subsidiary of SunTrust Banks, Inc. As of September 30, 2008, Seix had approximately $[     ] billion in assets under management, including, over $[     ] billion in socially responsible assets.. As of September 30, 2008, Seix had approximately $[     ] billion in assets under management, including, over $[     ] billion in socially responsible assets.
 
James Keegan has served as the portfolio manager primarily responsible for the day-to-day management of the Domini Social Bond Fund since April 2008. Mr. Keegan joined Seix as the chief investment officer and member of the investment grade funds’ management team in March 2008. Mr. Keegan has more than 25 years of investment experience. Prior to joining Seix, Mr. Keegan was a senior vice president at American Century Investments (2006-2008), private investor (2003-2006), and chief investment officer for Westmoreland Capital Management, LLC (2002-2003). The Statement of Additional Information contains additional information about Mr. Keegan’s compensation, other accounts managed by him, and his ownership of the securities of the Fund.
 
For the services Domini and Seix (including its predecessor) provided to the Domini Social Bond Fund during the fiscal year ended July 31, 2008, they received a total of [     ]% of the average daily net assets of the Domini Social Bond Fund, after waivers. A discussion regarding the basis of the Board of Trustees’ approval of the continuance of the Domini Social Bond Fund’s Management and Submanagement Agreements with Domini and Seix, respectively, is available in the Domini Social Bond Fund’s Annual Report to shareholders for the fiscal year ended July 31, 2008.

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THE FUNDS’ DISTRIBUTION PLAN
 
DSIL Investment Services LLC, a wholly owned subsidiary of Domini, is the distributor of each Fund’s shares. Each Fund has adopted a Rule 12b-1 plan with respect to its Investor shares that allows the Fund to pay its distributor on an annual basis for the sale and distribution of the Investor shares and for services provided to shareholders. These annual distribution and service fees may equal up to 0.25% of the average daily net assets of each Fund’s Investor shares. The Funds do not pay any distribution and service fees with respect to the Class R shares. Because distribution and service fees are paid out of the assets of the Investor shares on an ongoing basis, over time the fee will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
These fees may be used to make payments to the Funds’ distributor and to broker-dealers, financial institutions, or other financial intermediaries as compensation for the sale of Fund shares, and to make payments for advertising, marketing, or other promotional activity, and for providing personal shareholder services or the maintenance of shareholder accounts.
 
For more information about the Funds’ distribution plan relating to Investor shares, see the expense tables in “The Funds at a Glance” section and in the Statement of Additional Information.
 
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
 
Certain financial intermediaries may request, and the Funds’ distributor and/or its affiliates may agree to make, payments in addition to 12b-1 fees and sales charges, if any, out of the distributor’s and/or its affiliate’s own resources. These additional payments are sometimes referred to as “revenue sharing.” These payments assist in the efforts to promote the sale of the Funds’ shares. The Funds’ distributor and/or its affiliates agree with the financial intermediary on the methods for calculating any additional compensation, which may include the level of sales or assets attributable to the firm. Not all intermediaries receive additional compensation and the amount of compensation varies. These payments could be significant to an intermediary. The Funds’ distributor/and or its affiliates determine which financial intermediaries to support and the extent of the payments they are willing to make.
 
The Funds’ distributor and/or its affiliates hope to benefit from revenue sharing by increasing the Funds’ net assets, which, as well as benefiting the Funds, would result in additional management and other fees for the investment advisor and its affiliates. In consideration for revenue sharing, an intermediary may include the Funds in its sales system or give access to members of its sales force or management. In addition, the intermediary may provide marketing support, shareholder servicing, and/or other activities. Although an intermediary may seek revenue sharing payments to offset costs incurred by the firm in servicing its

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clients that have invested in the Funds, the intermediary may earn a profit on these payments.
 
If you purchase shares though a financial intermediary, revenue sharing payments may provide your firm, its employees, or associated persons with an incentive to favor the Funds. You should ask your firm about any payments it receives from the Funds’ distributor, its affiliates, and/or the Funds, as well as about fees and/or commissions it charges.
 
The Funds’ distributor and/or its affiliates may have other relationships with various banks, trust companies, broker-dealers, or other financial intermediaries relating to the provision of services to the Funds, such as providing omnibus account services, transaction processing services, or effecting portfolio transactions for Funds. If your intermediary provides these services, the Funds, the Funds’ distributor, and/or its affiliates may compensate the intermediary for these services.

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SHAREHOLDER MANUAL
 
This section provides you with information about each share class, how sales charges are calculated (Class A shares only), buying, selling, and exchanging shares of the Funds, how Fund shares are valued, Fund distributions, and the tax consequences of an investment in a Fund.
 
Table of Contents [To Be Updated By Amendment]
 
         
    A-1  
    A-2  
Summarizing important information about procedures for opening a new account, quick reference information, and how to open an account,
       
    A-5  
    A-9  
    A-14  
       
    A-16  
    A-20  
    A-23  
    A-26  
    A-26  
    A-28  
       
    A-32  
    A-32  
    A-32  
    A-33  
    A-33  
    A-34  
    A-35  
    A-36  
    A-36  
    A-37  
 
For More Information
 
All investors may visit our website at www.domini.com for more information on the following:
 
  •  Investing in the Funds
 
  •  Your account
 
  •  The daily price of your shares
 
  •  Socially responsible investing
 
Investor share, Institutional share, and Class R investors: You may also call our Shareholder Services department toll-free at 1-800-582-6757 for additional information.
 
Class A investors: You may call your brokerage account Service Organization, or if you do not have a Service Organization, you may call our Fund Services department toll-free at 1-800-498-1351 for additional information.

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Shareholder Services and Fund Services representatives are available to take your call business days, 9 am to 5 pm, Eastern Time.
 
Investor share investors: You may make transactions, review account information, and obtain the price for your shares 24 hours a day, 7 days a week, by using our automated telephone system or visiting our website.
 
Class A investors: You may review account information and obtain the price for your shares 24 hours a day, 7 days a week, by using our automated telephone system or visiting our website.
 
Institutional share and Class R shareholders: You may obtain the price for your shares 24 hours a day, 7 days a week, by using our automated telephone system or visiting our website.
 
OPENING AN ACCOUNT
 
Important Information About Procedures
for Opening a New Account
 
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
 
What this means for you: When you open an account, we will ask for your name, address, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

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Quick Reference
 
Ticker Symbol
 
Domini Social Equity Fund
Investor shares — DSEFX
Class A shares
Institutional shares
Class R shares — DSFRX
 
Domini European Social Equity Fund
Investor shares — DEUFX
Class A shares
 
Domini European PacAsia Social Equity Fund
Investor shares — DUPFX
Class A shares
 
Domini PacAsia Social Equity Fund
Investor shares — DPAFX
Class A shares
 
Domini Social Bond Fund
Investor shares — DSBFX
 
Newspaper Listing:
 
Domini Social Equity Fund
Investor shares — Domini Soc Inv-Soc Eq
 
Domini European Social Equity Fund
Investor shares — Domini Soc Inv-Euro Soc Eq
 
Domini European PacAsia Social Equity Fund
Investor shares — Not yet available
 
Domini PacAsia Social Equity Fund
Investor shares — Not yet available
 
Domini Social Bond Fund
Investor shares — Domini Soc Inv-Soc Bd
 
Account Statements are mailed quarterly or monthly (Institutional shares only). Account statements for Investor shares are also available on our website.
 
Trade Confirmations are sent after purchases (except Automatic Investment Plan purchases) and redemptions (exept Systematic Withdrawal Plan redemptions).
 
Annual and Semi-Annual Reports are mailed in late September and March, respectively, and are available online at www.domini.com.

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HOW TO OPEN AN ACCOUNT
 
1. Read this prospectus (and please keep it for future reference).
 
2. Review the “Description of Share Class” and decide which class is appropriate for you.
 
3. Review “Types of Accounts” and decide which type is appropriate for you.
 
4. Decide how much you want to invest. Please see “Description of Share Class” for minimum initial investment requirements.
 
5. For Investor, Institutional, and Class R shares decide whether to make your initial purchase by mail or bank wire, if applicable. Follow the simple instructions under “Buying, Selling, and Exchanging Shares” for the applicable share class.
 
6. For Class A shares, please review “How Sales Charges Are Calculated” and contact your Service Organization. Follow the simple instructions under “Buying, Selling, and Exchanging Shares — Class A Shares.”
 
Be sure to completely fill out and sign the Account Application appropriate for the account type and share class you have selected. If you need assistance, please call 1-800-582-6757, business days, 9 am to 5 pm, Eastern Time or your Service Organization (for Class A shares).
 
For more information on transferring assets from another mutual fund family, please call 1-800-582-6757.
 
What Is “Good Order”?
 
Purchase, exchange, and sale requests must be in “good order” to be accepted by a Fund. To be in “good order” a request must include the following:
•  The Fund name
•  The account number
•  The funds for the purchase by check or by wire or the amount of the transaction (in dollars or shares) for the exchange or sale
•  Name, address, and other information that will allow us to identify you
•  The signatures of all owners exactly as registered on the account (for redemption requests by mail)
•  For corporate or institutional accounts, a current list of authorized signatories or a related corporate resolution, as applicable
•  A Medallion Signature Guarantee, if required (see “Additional Information on Selling Shares” below)
•  Any supporting legal documentation that may be required

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DESCRIPTION OF SHARE CLASSES
 
The Domini Social Equity Fund offers four classes of shares: Investor, Class A, Institutional, and Class R shares. The Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund offer two classes of shares: Investor shares and Class A shares. the Domini Social Bond Fund offers only the Investor shares. As described below, each share class has its own cost structure and eligibility requirements, allowing you to choose the one that best meets your needs. The Funds, the Manager, and/or its affiliates may modify the qualifications for purchase of each class of shares at any time.
 
The Investor and Class A shares have each adopted a Rule 12b-1 plan that allows the class to pay distribution fees for the sale and distribution of its shares and for providing services to shareholders. Because these fees are paid out of Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Dealers and other financial intermediaries purchasing shares for their customers in omnibus accounts are responsible for compliance with class eligibility restrictions.
 
INVESTOR SHARES
 
  •  No front-end sales charge.
 
  •  Distribution and service (12b-1) fees of 0.25%.
 
  •  The minimum initial investment in each Fund is as follows:
 
  •  $2,500 for regular accounts ($1,500 if using our Automatic Investment Plan)
 
  •  $1,500 for Retirement Accounts (Automatic Investment Plan also available)
 
  •  $1,000 for UGMA/UTMA Accounts (Automatic Investment Plan also available)
 
  •  $1,000 for Coverdell Education Savings Accounts (Automatic Investment Plan also available)
 
  •  The minimum to buy additional shares of each Fund is as follows:
 
  •  $50 for accounts using our Automatic Investment Plan
 
  •  $100 for all other accounts
 
  •  Each Fund may waive minimums for initial and subsequent purchases for investors who purchase shares through omnibus accounts.
 
CLASS A SHARES
 
  •  Front-end sales charges, as described under the subheading “How Sales Charges are Calculated For Class A Shares.”

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  •  A contingent deferred sales charge on shares sold within one year of purchase as described under the subheading “Investments of $1,000,000 or More.”
 
  •  Distribution and service (12b-1) fees of 0.25%.
 
  •  The minimum initial investment in each Fund as follows:
 
  •  $2,500 for regular accounts ($1,500 if using our Automatic Investment Plan)
 
  •  $1,500 for Retirement Accounts (Automatic Investment Plan also available)
 
  •  $1,000 for UGMA/UTMA Accounts (Automatic Investment Plan also available)
 
  •  $1,000 for Coverdell Education Savings Accounts (Automatic Investment Plan also available)
 
  •  The minimum to buy additional shares of each Fund as follows:
 
  •  $50 for accounts using our Automatic Investment Plan
 
  •  $100 for all other accounts
 
INSTITUTIONAL SHARES
 
  •  No front-end sales charge.
 
  •  No 12b-1 fees.
 
  •  May only be purchased by or for the benefit of investors that meet the minimum investment requirements, have been approved by the distributor, and fall within the following categories: endowments, foundations, religious organizations and other nonprofit entities, individuals, retirement plan sponsors, family office clients, certain corporate or similar institutions, or omnibus accounts maintained by financial intermediaries.
 
  •  The minimum initial investment is generally $2 million for all accounts, except that defined contribution plan accounts must meet a minimum initial investment requirement of $10 million.
 
  •  Investors may meet the minimum initial investment amount by aggregating up to three separate accounts (other than retirement plan accounts) within the Fund.
 
  •  Defined contribution plan accounts meet eligibility levels at the sponsor level. Defined contribution plan accounts cannot be aggregated with defined contribution plans of unaffiliated sponsors to meet the $10 million minimum initial investment amount.
 
  •  Accounts in the Fund will not be established for omnibus or other accounts for which Domini provides recordkeeping and other shareholder services or for which the Fund is required to pay any type of administrative payment per participant account.

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CLASS R SHARES
 
  •  No front-end sales charge.
 
  •  No 12b-1 fees.
 
  •  Generally available only to certain eligible retirement and benefit plans, including 401(k) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans, and nonqualified deferred compensation plans.
 
  •  Also available to endowments, foundations, religious organizations, and other tax-exempt entities that are approved by the Fund’s distributor.
 
  •  The sponsors of these retirement plans provide various shareholder services to the accounts.
 
If you purchase Fund shares through a broker-dealer, financial intermediary, or financial institution that has entered into an agreement with the Fund’s distributor or affiliates, your transaction may be subject to transaction charges. Investors in the Funds do not pay such transaction charges if shares are purchased directly from the Funds.

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Domini Money Market Account®
 
The Domini Money Market Account (DMMA) offered through ShoreBank is an FDIC-insured (up to certain limits) interest-bearing account with direct community development benefits. A DMMA is only available to individuals, trusts, and nonprofit organizations. You may open and maintain a DMMA at no charge, and take advantage of check-writing (with a $500 minimum per check) and easy transfers by telephone to and from your Domini Fund account. Check-writing privileges are not available for IRA accounts. A DMMA investment is subject to certain terms and conditions. Please call 1-800-582-6757 or visit www.domini.com for more information. The rate of interest for the DMMA will vary. The Domini Funds are not affiliated with any bank and are not insured by the FDIC.

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HOW SALES CHARGES ARE CALCULATED FOR CLASS A SHARES
 
  •  You buy Class A shares of a Fund at the offering price, which is the net asset value per share plus a front-end sales charge of up to 4.75%.
 
  •  You pay a lower sales charge as the size of your investment increases to certain levels (called breakpoints).
 
  •  You do not pay a sales charge on Class A share dividends or distributions that you reinvest in Class A shares of a Fund.
 
  •  Class A shares are subject to an annual distribution (12b-1) fee up to 0.25% of the Fund’s average daily net assets.
 
The table below shows the rate of sales charge you pay, depending on the amount of Class A shares you purchase. As provided in the table, the percentage sales charge declines based upon the dollar value of Class A shares you purchase. Your Service Organization receives a percentage of these sales charges as compensation for the services it provides to you. Your Service Organization may also receive the annual distribution fee payable on Class A shares at a rate of up to 0.25% of the average daily net assets represented by the Fund shares it services.
 
The Investor, Institutional, and Class R shares of the Domini Funds are not subject to sales charges. These share classes may not be available through your Service Organization.
 
The Funds offer additional ways to waive or reduce your sales charges as provided under “Waivers for Certain Class A Investors,” “Investments of $1,000,000 or More,” or “Reducing Your Sales Charges” below.
 
                 
   
Front-End Sales Charge
 
          Percentage of
 
    Percentage of
    Net Amount
 
Amount of Purchase
  Offering Price     Invested  
 
Less than $50,000
    4.75%       4.99%  
$50,000 but less than $100,000
    3.75%       3.90%  
$100,000 but less than $250,000
    2.75%       2.83%  
$250,000 but less than $500,000
    1.75%       1.78%  
$500,000 but less than $1 million
    1.00%       1.01%  
$1 million and over
    None       None  
 
Your Service Organization also may impose transaction charges. Investors in the Class A, Institutional shares, and Class R shares of the Funds do not pay such transaction charges if shares are purchased directly from the Funds.
 
Please contact your Service Organization for more information about sales charges and transaction charges. Additional information about sales

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charges is also included in the Funds’ Statement of Additional Information.
 
Waivers for Certain Class A Investors
 
Class A initial sales charges may be waived for certain types of investors, including the following:
 
  •  Investors participating in “wrap fee” or asset allocation programs or other fee-based arrangements sponsored by nonaffiliated broker-dealers and other financial institutions that have entered into agreements with the Funds, the distributor, or its affiliates
 
  •  Any accounts established on behalf of registered investment advisors or their clients by broker-dealers that charge a transaction fee and that have entered into agreements with the Funds, the distributor, or its affiliates
 
If you qualify for a waiver of the Class A initial sales charge, you must notify your Service Organization or the transfer agent at the time of purchase.
 
Investments of $1,000,000 or More
 
You do not pay an initial sales charge when you invest $1 million or more in a Class A shares of a Fund. However, you may be subject to a contingent deferred sales charge of up to 1.00% of the lesser of the cost of the shares at the date of purchase or the value of the shares at the time of redemption if you redeem within one year of purchase.
 
The Fund’s distributor may pay up to 1.00% to a Service Organization for Class A share purchase amounts of $1 million or more. In such cases, starting in the 13th month after purchase, the Service Organization will also receive the annual distribution fee of up to 0.25% of the average daily net assets of the Class A shares of a Fund held by its clients. Prior to the 13th month, the Fund’s distributor will retain the service fee. Where the Service Organization does not receive the payment of up to 1.00% from the Fund’s distributor, the Service Organization will instead receive the annual service fee starting immediately after purchase. In certain cases, the Service Organization may receive both a payment of up to 1.00% from the distributor as well as the annual distribution and service fee starting immediately after purchase. Please contact your Service Organization for more information.
 
Reducing Your Sales Charges
 
There are several ways you can combine multiple purchases of certain Domini Fund shares to take advantage of the breakpoints in the sales charge schedule.
 
Right of Accumulation. The right of accumulation lets you add the value of certain Domini Fund shares you already own to the amount of your

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next purchase for purposes of calculating the initial sales charge. The calculation of this amount would include your current holdings of all Investor and Class A shares of each Domini Fund, except the Domini Social Bond Fund,
 
Letter of Intent. A letter of intent lets you purchase Class A shares over a 13-month period and receive the same sales charge as if all shares had been purchased at once. You can use a letter of intent to qualify for reduced sales charges if you plan to invest at least $50,000 in certain Domini Fund shares during the next 13 months. The calculation of this amount would include your current holdings of all Investor and Class A shares of each Domini Fund, except the Domini Social Bond Fund, as well as any reinvestment of dividends and capital gains distributions. When you sign this letter, the Fund agrees to charge you the reduced sales charges listed above. Completing a letter of intent does not obligate you to purchase additional shares. However, if you do not achieve the stated investment goal within the 13-month period, you are required to pay the difference between the sales charges otherwise applicable and sales charges actually paid, which may be deducted from your investment.
 
Group Investment Program. Family groups may be treated as a single purchaser under the right of accumulation privilege. Each investor has an individual account, but the group’s investments are lumped together for sales charge purposes, making the investors potentially eligible for reduced sales charges. A family group includes a spouse, parent, stepparent, grandparent, child, stepchild, grandchild, sibling, father-in-law, mother-in-law, brother-in-law, or sister-in-law, including trusts created by these family members.
 
In order to take advantage of any reduction in sales charges that may be available to you, you must inform your Service Organization. In order to obtain sales charge reductions, you may be required to provide information and records, such as account statements, to your Service Organization. Please retain all account statements. The records required to take advantage of a reduction in sales charges may not be maintained by the Fund, its transfer agent, or your Service Organization.
 
Waivers of Deferred Sales Charges
 
The deferred sales charge that may be charged on investments in Class A shares in excess of $1 million that are sold within one year of purchase will be waived in the case of the following:
 
  •  Sales of Class A shares held at the time you die or become disabled (within the definition in Section 72(m)(7) of the Internal Revenue Code, which relates to the ability to engage in gainful employment), if the shares are (1) registered either in your name (not a trust) or in the names of you and your spouse as joint tenants with rights of survivorship; or (2) held in a qualified corporate or self-employed retirement plan, IRA, or 403(b) Custodial Account, provided, in any

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  case, that the sale is requested within one year of your death or initial determination of disability.
 
  •  Sales of Class A shares in connection with the following retirement plan “distributions”: (1) lump-sum or other distributions from a qualified corporate or self-employed retirement plan following retirement (or, in the case of a “key employee” of a “top heavy” plan, following attainment of age 591/2); (2) distributions from an IRA or 403(b) Custodial Account following attainment of age 591/2; or (3) a tax-free return of an excess IRA contribution (a “distribution” does not include a direct transfer of IRA, 403(b) Custodial Account, or retirement plan assets to a successor custodian or trustee). The charge also may be waived upon the tax-free rollover or transfer of assets to another retirement plan invested in the Fund. In such event, as described below, the Fund will “tack” the period for which the original shares were held onto the holding period of the shares acquired in the transfer or rollover for purposes of determining what, if any, deferred sales charge is applicable in the event that such acquired shares are redeemed following the transfer or rollover. The charge also may be waived on any redemption that results from the return of an excess contribution pursuant to Section 408(d)(4) or (5) of the Code or the return of excess deferral amounts pursuant to Code Section 401(k)(8) or 402(g)(2). In addition, the charge may be waived on any minimum distribution required to be distributed in accordance with Code Section 401(a)(9).
 
  •  Sales of Class A shares in connection with the Systematic Withdrawal Plan, subject to the conditions outlined below under “Systematic Withdrawal Plan.”
 
All waivers will be granted only following the Fund’s distributor receiving confirmation of your entitlement. If you believe you are eligible for a deferred sales charge waiver, please contact your Service Organization. In order to obtain a waiver, you may be required to provide information and records, such as account statements, to your Service Organization. Please retain all account statements. The records required for a deferred sales charge waiver may not be maintained by the Fund, its transfer agent, or your Service Organization.
 
Reinstatement Privilege
 
If you sell Class A shares of a Fund, you may reinvest some or all of the proceeds in the Class A shares of the Fund within 120 days without a sales charge, as long as the Fund’s distributor or your Service Organization is notified before you reinvest. If you paid a deferred sales charge when you sold shares and you reinvest in Class A shares of the Fund within 120 days of such sale, the amount of the deferred sales charge you paid will be deducted from the amount of sales charge due on the purchase of Class A shares of the Fund, if you notify your Service Organization. All accounts involved must have the same registration.

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More About Deferred Sales Charges
 
You do not pay a deferred sales charge on the following:
 
  •  Class A shares representing reinvested distributions and dividends
 
  •  Class A shares held longer than 1 year from the last day of the month of purchase
 
Each time you have a request to redeem shares, the Fund will first redeem any Class A shares in your account that have been held the longest.
 
The Fund’s distributor receives deferred sales charges as partial compensation for its expenses in selling shares, including the payment of compensation to your Service Organization.
 
* * * * *
 
For more information about sales charges, you may visit domini.com, consult your Service Organization, or refer to the Funds’ Statement of Additional Information.

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TYPES OF ACCOUNTS
 
You may invest in the Funds through the following types of accounts:
 
     
Individual and Joint Accounts (nonretirement)   Invest as an individual or with one or more people. If you are opening a joint account, joint tenancy with rights of survivorship will be assumed unless other ownership is noted on your Account Application. You may also open an account to invest assets held in an existing personal trust.
     
     
Individual Retirement Accounts (IRAs)   You may open an account to fund a traditional IRA or a Roth IRA. There is a $10 annual maintenance fee per shareholder.
     
     
Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) Accounts   These accounts are maintained by a custodian you choose (which may be you) on behalf of a minor. They provide a simple method for giving irrevocable gifts to children without having to establish a formal trust.
     
     
Coverdell Education Savings Accounts (Formerly Education IRAs)   These accounts may be established on behalf of any child with a Social Security number and are used to save for higher education expenses. There is a $10 annual maintenance fee per shareholder.
     
     
Employer-Sponsored Retirement and Benefit Plans   You may be able to open an account as part of an employer-sponsored retirement or benefit plan, such as a 401(k) plan, SEP-IRA, or SIMPLE IRA. There is a $10 annual maintenance fee for individual 403(b) accounts, SEP-IRAs, and SIMPLE IRAs.
     
     
For an Organization   You may open an account for a trust, corporation, partnership, endowment, foundation, or other entity.
     
 
You may download or request the application you need for the account type you have selected at www.domini.com or by calling 1-800-582-6757. Class A investors may request an application by contacting their Service Organization.
 
Automatic transaction plans are available for Investor and Class A shares and all account types. Please see “Automatic Transaction Plans” for more information.

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ACCOUNT SERVICE FEES
 
Domini deducts an annual account service fee of $15 from each Domini Fund account that has a balance below $10,000. Domini charges this fee in order to help defray the significant costs associated with printing and mailing paper statements and documents for each account.
 
The account service fee applies to both retirement and nonretirement Fund accounts held directly with Domini. The account service fee, which will be collected by redeeming Fund shares in the amount of $15, will be deducted from a Fund account only once per calendar year. The fee will be assessed based on your account balance on that day and will not take into account your average account balance for the year.
 
The account service fee will not be deducted on accounts held through intermediaries or participant accounts in employer-sponsored defined contribution plans.
 
You may avoid this account service fee by choosing paperless E-delivery of statements, prospectuses, and shareholder reports, and other materials for each of your Fund accounts.
 
To sign up for E-delivery, you must first establish online account access. Visit www.domini.com, to register for Account Access and select E-delivery.You will receive a notice by email when each new document is available. Then you may log on at your convenience to view, print, or save your document. There is no charge to establish E-delivery and you may view, cancel, or change your E-delivery profile at any time.
 
By electing E-delivery of Fund documents, you are authorizing Domini to discontinue hard copy mailings of that type of document. The account service fee will not be charged so long as your electronic delivery election remains in effect.
 
At its discretion, Domini reserves the right to waive or modify the account service fee at any time.

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BUYING, SELLING, AND EXCHANGING INVESTOR SHARES
 
The following chart describes all the ways you can buy, sell, and exchange Investor shares of the Domini Funds. If you need any additional information or assistance, please call 1-800-582-6757.
 
         
METHOD               INSTRUCTIONS    
Mail4
  For regular mail:   For overnight
By Mail you may:
  Domini Funds   deliveries only:
Buy
  P.O. Box 9785   Domini Funds
Sell
  Providence, RI 02940-9785   101 Sabin Street
Exchange
      Pawtucket, RI 02860-1427
    To buy shares:    
   
•   For your initial investment, complete an Account Application and mail it with your check.
   
•   For subsequent investments, fill out the investment slip included with trade confirmations or account statements, or send a note with your check indicating the Fund name, the account number, and the dollar amount.
   
•   Your check must be made payable to Domini Funds.Always include your account number on your check. Note: For our mutual protection, the Funds cannot accept cashier’s checks, money orders, checks made payable to third parties, starter checks, or traveler’s checks.
   
•   Please note that if you purchase shares by check and you sell those shares soon after purchase, your redemption proceeds will not be sent to you until your check clears, which may take up to 8 business days after purchase.
     
    To sell shares:
    You must include the following information or your request may be returned:
   
•   The Fund name
   
•   The Fund account number
   
•   The dollar amount or number of shares
   
•   The signatures of all authorized signers exactly as they appear on the initial application
   
•   A Medallion Signature Guarantee, if required (see Additional Information on Selling Shares below)
     
    To exchange shares:
    You must include the following information or your request may be returned:
   
•   The Fund names
   
•   The Fund account numbers
   
•   The dollar amount or number of shares
   
•   The signatures of all authorized signers exactly as they appear on the initial application

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METHOD               INSTRUCTIONS    
Online3,4,5
Online you may:
  Current shareholders may buy, sell, and exchange shares online 24 hours a day by following these steps:
Buy
 
•   Visit www.domini.com.
Sell
 
•   Click the “Account Access” button.
Exchange
 
•   Online help is available at each screen.
         
     
Phone1,2,3,4,5
  Automated:
By Phone you may:
Buy
Sell
  Current shareholders with non-IRA accounts may buy, sell, and exchange shares using our automated telephone account access system 24 hours a day by following these steps:
Exchange
 
•   Dial 1-800-582-6757.
   
•   Select 2 for automated account access.
   
•   Select 1 for account information.
   
•   Enter your account number followed by the pound sign(#).
   
•   Enter your Personal Identification Number (PIN).
   
•   Press 2 to process a transaction.
   
•   At any time you may press “8” to return to the previous menu or “9” to return to the main menu.
    Shareholder Services:
    Current shareholders may buy, sell, and exchange shares by calling 1-800-582-6757, business days, 9 am to 5 pm, Eastern Time, by following these steps:
   
•   Dial 1-800-582-6757.
   
•   Press 2, then press 0 to speak with a Shareholder Services representative.
    Access to the automated telephone system may be limited during periods of peak demand, market volatility, system upgrades or maintenance, or for other reasons.
         
     
Bank Wire4
  To buy shares:
By Bank Wire you may:
Buy
Sell
  For your initial investment, complete an Account Application and mail it to Domini Funds at the address shown above for purchasing shares by mail.
    New accounts, call 1-800-582-6757 to obtain an account number before wiring funds.
    You must include the following information in your wire transfer or your money may be returned uninvested:
   
•   Bank:
  PNC Bank
   
•   ABA:
  031000053
   
•   Acct Name:
  Domini Social Investments
   
•   Acct #:
  8606905468
    •   FBO:   Fund Name, Fund Number, Account Name, and Account Number at Domini Funds

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METHOD               INSTRUCTIONS    
Bank Wire4
(Continued)
  To sell shares:
You may request receipt of redemption proceeds by wire online, in writing, or by speaking with a Shareholder Services representative at 1-800-582-6757.
    To establish wire redemption privileges on a new account, fill out the appropriate area on the Account Application and attach a voided check.
    If you would like to establish wire redemption privileges on an existing account, you must submit a written request that contains the following information:
   
•   Bank name and address
   
•   ABA/routing number
   
•   Account name and number
   
•   Account type (checking, money market, or savings)
    A Medallion Signature Guarantee must be included on the letter (see Additional Information on Selling Sharesbelow for more information).There is a $10 wire transfer fee (deducted directly from sale proceeds) and a $1,000 minimum wire amount. The wire transfer fee and the minimum wire amount may be waived for certain individuals and institutions at the Manager’s discretion.
         
 
(1) First-time users will need to call 1-800-582-6757, business days, 9 am to 5 pm, Eastern Time, to obtain a PIN and to set up ACH (Automated Clearing House) privileges, which are necessary to use this service.
 
(2) Neither the Funds nor their transfer agent or distributor will be liable for any loss, liability, cost, or expense for acting on telephone instructions believed to be genuine. The Funds will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Please contact the Funds if you wish to suspend telephone redemption privileges.
 
(3) Current shareholders may place ACH transactions online or through the automated telephone account access system. Your ACH transaction will be considered in good order on the date the payment for shares is received by the Funds. This may take up to 48 hours.
 
(4) Redemptions or exchanges of shares made less than 30 days after settlement of purchase or acquisition through exchange will be subject to a redemption fee equal to 2% of the amount redeemed or exchanged, subject to certain exceptions. The redemption fee will be deducted from your proceeds and returned to the applicable Fund. If you acquired shares on different days, the “first in, first out” (FIFO) method is used to determine the holding period. This means that the shares you held the longest will be redeemed first for purposes of determining whether the redemption fee applies. Please see “Market Timing and Redemption Fee” below for additional information.
 
(5) Sales (redemptions) exceeding $100,000 must be requested in writing (see “Buying, Selling, and Exchanging Shares by Mail” and “Additional Information on Selling Shares” for more information).
 
You may exchange all or a portion of your Fund shares into shares of the same class of any other available Domini Fund. You may also deposit redemption proceeds into the Domini Money Market Account.®

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     Shareholder Manual A-19


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BUYING, SELLING, AND EXCHANGING CLASS A SHARES
 
The following chart describes all the ways you can buy, sell, and exchange Class A shares of the Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund. If you need any additional information or assistance, please contact your Service Organization or call the Funds at 1-800-498-1351.
 
         
METHOD               INSTRUCTIONS    
Through a
  For regular mail:   For overnight
Service
  Domini Funds   deliveries only:
Organization
  P.O. Box 9785   Domini Funds
or by Mail4
  Providence, RI 02940-9785   101 Sabin Street
Pawtucket, RI 02860-1427
Through a Service
Organization
you may:
Buy
Sell
Exchange
Certain
investors
may, by mail:
Buy
Sell
Exchange
 
To buy shares:
•   For your initial investment, contact your Service Organization to open a brokerage account and make arrangements to buy shares. Your Service Organization may charge an annual account maintenance fee.

•   Complete an Account Application and deliver it with your check to your Service Organization.

•   Qualified retirement plans and certain other investors who are clients of certain Service Organizations may mail the completed Account Application and check directly to the Fund at the address above
   
•   For subsequent investments, fill out the investment slip included with trade confirmations or account statements, or send a note with your check indicating the Fund name, the account number, and the dollar amount. Deliver the check and your investment slip or note to your Service Organization or, if you are a qualified retirement plan or an investor who is eligible to buy shares directly from the Fund, mail them directly to the Fund.
   
•   Your check must be made payable to “Domini Funds.” Always include your account number on your check. Note: For our mutual protection, a Fund cannot accept cashier’s checks, money orders, checks made payable to third parties, starter checks, or traveler’s checks.
   
•   Please note that if you purchase shares by check and you sell those shares soon after that purchase, your redemption proceeds will not be sent to you until your check clears, which may take up to 8 business days after purchase.
    To sell shares:    
   
•   Contact your Service Organization to sell shares of a Fund. Your Service Organization may charge you a fee for executing your order. The amount and applicability of such fee is determined and disclosed by your Service Organization.
   
•   For accounts held directly at a Fund, send written requests to sell shares to the Fund at the address above.
   
•   If you have a brokerage account with a Service Organization, your redemption proceeds will be placed in your account and not reinvested without your specific instruction. In other cases, unless you direct otherwise, your redemption proceeds will be paid by check and mailed to your address of record.

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METHOD               INSTRUCTIONS    
Through a Service
Organization or by
Mail4
(Continued)
  You must include the following information or your redemption request may be returned:

•   The Fund name

•   The Fund account number
   
•   The dollar amount or number of shares
   
•   The signatures of all authorized signers exactly as they appear on the initial application
   
•   A Medallion Signature Guarantee, if required (see “Additional Information on Selling Shares” below)
    To exchange shares:    
    You must include the following information or your exchange request may be returned:
   
•   The Fund name
   
•   The Fund account number
   
•   The dollar amount or number of shares
   
•   The signatures of all authorized signers exactly as they appear on the initial application
         
     
Phone1,2,3,4,5
Certain investors
may, by phone:
  If you do not have a brokerage account with a Service Organization, you may be eligible to sell shares by phone through a Fund.
Sell
  Automated:    
   
•   If eligible, you may sell shares using our automated telephone account access system 24 hours a day by following these steps:
   
•   Dial 1-800-498-1351.
   
•   Select “2” for automated account access.
   
•   Select “1” for account information.
   
•   Enter your account number followed by the pound sign (#).
   
•   Enter your Personal Identification Number (PIN).
   
•   Press “2” to process a transaction.
   
•   At any time you may press “8” to return to the previous menu or “9” to return to the main menu.
    Fund Services:    
    If eligible, you may sell shares by calling 1-800-498-1351, business days, 9 am to 5 pm, Eastern Time, by following these steps:
   
•   Dial 1-800-498-1351.
   
•   Select “2,” then press “0” to speak with a Fund Services representative.
    Access to the automated telephone system may be limited during periods of peak demand, market volatility, system upgrades or maintenance, or for other reasons.

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METHOD               INSTRUCTIONS    
Bank Wire4
Certain investors
may, by bank wire:
Sell
  If you do not have a brokerage account with a Service Organization, you may be eligible to have your redemption proceeds sent by wire to a bank account designated on your account application by requesting receipt of such proceeds by wire, in writing, or by speaking with a Fund Services representative at 1-800-498-1351.
    To establish wire redemption privileges on a new account, fill out the appropriate area on the Account Application and attach a voided check.
    If you would like to establish wire redemption privileges on an existing account, you must submit a written request that contains the following information:
   
•   Bank name and address
   
•   ABA/routing number
   
•   Account name and number
   
•   Account type (checking, money market, or savings)
    A Medallion Signature Guarantee must be included on the letter (see “Additional Information on Selling Shares” below). There is a $10 wire transfer fee (deducted directly from sale proceeds) and a $1,000 minimum wire amount. The wire transfer fee and the minimum wire amount may be waived for certain individuals and institutions at the Manager’s discretion.
         
 
(1) First-time users will need to call 1-800-498-1351, business days, 9 am to 5 pm, Eastern Time, to obtain a PIN and to set up ACH (Automated Clearing House) privileges, which are necessary to use this service.
 
(2) Neither the Funds nor its transfer agent or distributor will be liable for any loss, liability, cost, or expense for acting on telephone instructions believed to be genuine. The Funds will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Please contact the Funds if you wish to suspend telephone redemption privileges.
 
(3) Certain investors may place ACH transactions through the automated telephone account access system. Your ACH transaction will be considered in good order on the date the payment for shares is received by the Fund if received by 4 pm. This may take up to 48 hours.
 
(4) Redemptions of shares made less than 30 days after settlement of purchase will be subject to a redemption fee equal to 2% of the amount redeemed, subject to certain exceptions. The redemption fee will be deducted from your proceeds and returned to the Fund. If you acquired shares on different days, the “first in, first out” (FIFO) method is used to determine the holding period. This means that the shares you held the longest will be redeemed first for purposes of determining whether the redemption fee applies. Please see “Market Timing and Redemption Fee” below for additional information.
 
(5) Sales (redemptions) exceeding $100,000 must be requested in writing (see “Buying, Selling, and Exchanging Shares by Mail” and “Additional Information on Selling Shares” for more information).
 
You may deposit redemption proceeds from a sale of all or a portion of your Fund shares into shares of the same class of any other available Domini Fund. You may also deposit redemption proceeds into the Domini Money Market Account.®

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BUYING AND SELLING INSTITUTIONAL SHARES
 
The following chart describes all the ways you can buy, sell, and exchange Institutional shares of the Domini Social Equity Fund. If you need any additional information or assistance, please call 1-800-582-6757.
 
         
METHOD   INSTRUCTIONS    
Mail4
By Mail you may:
Buy
Sell
Exchange
  For regular mail:
Domini Funds
P.O. Box 9785
Providence, RI 02940-9785
  For overnight
deliveries only:
Domini Funds
101 Sabin Street
Pawtucket, RI 02860-1427
    To buy shares:
   
•   For your initial investment, complete an Account Application and mail it with your check.
   
•   For subsequent investments, fill out the investment slip included with trade confirmations or account statements, or send a note with your check indicating the Fund name, the account number, and the dollar amount.
   
•   Your check must be made payable to Domini Funds. Always include your account number on your check. Note: For our mutual protection, the Funds cannot accept cashier’s checks, money orders, checks made payable to third parties, starter checks, or traveler’s checks.
   
•   Please note that if you purchase shares by check and you sell those shares soon after purchase, your redemption proceeds will not be sent to you until your check clears, which may take up to 8 business days after purchase.
    To sell shares:
    You must include the following information or your request may be returned:
   
•   The Fund name
   
•   The Fund account number
   
•   The dollar amount or number of shares
   
•   The signatures of all authorized signers exactly as they appear on the initial application
   
•   A Medallion Signature Guarantee, if required (see Additional Information on Selling Shares below)
    To exchange shares:
    You must include the following information or your request may be returned:
   
•   The Fund names
   
•   The Fund account numbers
   
•   The dollar amount or number of shares
   
•   The signatures of all authorized signers exactly as they appear on the initial application

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METHOD   INSTRUCTIONS    
Phone1,2,3,4,5
  Automated:    
By Phone you may:
  Current shareholders with non-IRA accounts may buy, sell, and
Buy
  exchange shares using our automated telephone account access
Sell
  system 24 hours a day by following these steps:
Exchange
 
•   Dial 1-800-582-6757.
   
•   Select 2 for automated account access.
   
•   Select 1 for account information.
   
•   Enter your account number followed by the pound sign(#).
   
•   Enter your Personal Identification Number (PIN).
   
•   Press 2 to process a transaction.
   
•   At any time you may press 8 to return to the previous menu or 9 to return to the main menu.
    Shareholder Services:
    Current shareholders may buy, sell, and exchange shares by calling 1-800-582-6757, business days, 9 am to 5 pm, Eastern Time, by following these steps:
   
•   Dial 1-800-582-6757.
   
•   Press 2, then press 0 to speak with a Shareholder Services representative.
    Access to the automated telephone system may be limited during periods of peak demand, market volatility, system upgrades or maintenance, or for other reasons.
         
     
Bank Wire4
  To buy shares:
By Bank Wire you may:
Buy
Sell
       
    For your initial investment, complete an Account Application and mail it to Domini Funds at the address shown above for purchasing shares by mail.
    New accounts, call 1-800-582-6757 to obtain an account number before wiring funds.
    You must include the following information in your wire transfer or your money may be returned uninvested:
   
•   Bank:
  PNC Bank
   
•   ABA:
  031000053
   
•   Acct Name:
  Domini Social Investments
   
•   Acct #:
  8606905468
   
•   FBO:
  Fund Name, Fund Number, Account Name, and Account Number at Domini Funds

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METHOD   INSTRUCTIONS    
Bank Wire4
(Continued)
  To sell shares:
You may request receipt of redemption proceeds by wire online, in writing, or by speaking with a Shareholder Services representative at 1-800-582-6757.
    To establish wire redemption privileges on a new account, fill out the appropriate area on the Account Application and attach a voided check.
    If you would like to establish wire redemption privileges on an existing account, you must submit a written request that contains the following information:
   
•   Bank name and address
   
•   ABA/routing number
   
•   Account name and number
   
•   Account type (checking, money market, or savings)
    A Medallion Signature Guarantee must be included on the letter (see Additional Information on Selling Shares below for more information).There is a $10 wire transfer fee (deducted directly from sale proceeds) and a $1,000 minimum wire amount. The wire transfer fee and the minimum wire amount may be waived for certain individuals and institutions at the Manager’s discretion.
         
 
(1) First-time users will need to call 1-800-582-6757, business days, 9 am to 5 pm, Eastern Time, to obtain a PIN and to set up ACH (Automated Clearing House) privileges, which are necessary to use this service.
 
(2) Neither the Funds nor their transfer agent or distributor will be liable for any loss, liability, cost, or expense for acting on telephone instructions believed to be genuine. The Funds will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Please contact the Funds if you wish to suspend telephone redemption privileges.
 
(3) Current shareholders may place ACH transactions online or through the automated telephone account access system. Your ACH transaction will be considered in good order on the date the payment for shares is received by the Funds. This may take up to 48 hours.
 
(4) Redemptions or exchanges of shares made less than 30 days after settlement of purchase or acquisition through exchange will be subject to a redemption fee equal to 2% of the amount redeemed or exchanged, subject to certain exceptions. The redemption fee will be deducted from your proceeds and returned to the applicable Fund. If you acquired shares on different days, the first in, first out (FIFO) method is used to determine the holding period. This means that the shares you held the longest will be redeemed first for purposes of determining whether the redemption fee applies. Please see Market Timing and Redemption Fee below for additional information.
 
(5) Sales (redemptions) exceeding $100,000 must be requested in writing (see Buying, Selling, and Exchanging Shares by Mail and Additional Information on Selling Shares for more information).
 
You may exchange all or a portion of your Fund shares into shares of the same class of any other available Domini Fund. You may also deposit redemption proceeds into the Domini Money Market Account.®

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BUYING AND SELLING CLASS R SHARES
 
For information regarding the ways you can buy and sell Class R shares of the Domini Social Equity Fund please call 1-800-582-6757.
 
 
IMPORTANT: Once a redemption order is placed, the transaction cannot be cancelled by the shareholder.
 
AUTOMATIC TRANSACTION PLANS
 
Automatic transaction plans are available for your convenience to purchase or to sell Investor and Class A shares at specified intervals without having to manually initiate each transaction.
 
Automatic Investment Plan – Investor and Class A shares
 
You may authorize your Service Organization or, if you do not have a brokerage account with a Service Organization, a Fund, to have specified amounts automatically deducted from your bank account or Domini Money Market Account and invested in a Fund in monthly, quarterly, semi-annual, or annual intervals. This service can be established for your account at any time. For Investor shares call 1-800-582-6757 for more information. For Class A shares call your Service Organization, or, if you do not have a brokerage account with a Service Organization, the Funds at 1-800-498-1351, for more information.
 
This service may take up to four weeks to begin. Also, due to the varying procedures to prepare, process, and forward the bank withdrawal information to the Funds, there may be periodic delays in posting the funds to your account.
 
Systematic Withdrawal Plan – Investor and Class A shares
 
If you own shares of a Fund with an aggregate value of $10,000 or more, you may establish a Systematic Withdrawal Plan under which shares will be sold, at net asset value, in the amount and for the periods specified (minimum $100 per payment). Shares redeemed under the plan will not be subject to any applicable redemption fees.
 
The amount of your investment in a Fund at the time you elect to participate in the Systematic Withdrawal Plan is referred to as your “initial account balance.” You may not redeem more than 10% of your initial account balance in any calendar year under the Systematic Withdrawal Plan.
 
Each Fund reserves the right to change the terms and conditions of the Systematic Withdrawal Plan and may cease offering the Systematic Withdrawal Plan at any time.
 
Except as noted below, there is no charge to participate in the Systematic Withdrawal Plan. Call 1-800-582-6757 for more information.

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For Class A shares, your Service Organization may charge you a fee to participate in the Systematic Withdrawal Plan. Call your Service Organization, or, if you do not have a brokerage account with a Service Organization, the Funds at 1-800-498-1351, for more information.
 
 
Dollar-Cost Averaging
 
Dollar-cost averaging is a long-term investment strategy designed to avoid the pitfalls of timing the market by investing equal amounts of money at regular intervals (monthly, quarterly, and so on) over a long period of time.
 
Although the strategy doesn’t assure a profit or protect against a loss, the idea behind dollar-cost averaging is that over time an investor buys more shares at lower prices, and fewer shares at higher prices.
 
The key to dollar-cost averaging is to stick with it for the long term, through periods of rising and falling markets. Strictly adhering to a long-term dollar-cost averaging strategy, however, is a good way to avoid the mistake of investing all of your money when the market is high. Before using this strategy, investors should consider their financial ability to continue making purchases in a declining market.
 
To facilitate dollar-cost averaging you may purchase Fund shares at regular intervals through the Fund’s Automatic Investment Plan, if available.

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ADDITIONAL INFORMATION ON SELLING SHARES
 
Signature Guarantees
 
In order to protect your account from fraud, you are required to obtain a Medallion Signature Guarantee from a participating institution for any of the following:
 
  •  Sales (redemptions) exceeding $100,000 or made within 30 days following any changes in account registration
 
  •  Redemptions made to a third party or to an address other than the address for which the account is registered (unless already established on your account)
 
The following types of institutions may participate in the Medallion Signature Guarantee program:
 
  •  Banks
 
  •  Savings institutions
 
  •  Credit unions
 
  •  Broker-dealers
 
  •  Other guarantors acceptable to the Funds and their transfer agent
 
The Funds and their transfer agent cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud. There are different Medallion limits based on the amount of money being redeemed. Please ensure you obtain the proper Medallion. The Funds or their transfer agent may, at their option, request further documentation prior to accepting requests for redemptions.
 
The Funds may allow Institutional share investors to waive the protection of being required to obtain a Medallion Signature Guarantee for sales requests exceeding $100,000, provided that all the following conditions are met:
 
  •  No changes have been made to the applicable account registration within 30 days prior to the request.
 
  •  The request is signed in exactly the same way the account is registered, by all necessary registered owners or authorized signers, as applicable.
 
  •  The proceeds are directed to an address for which the account is registered or another authorized address on file (e.g., a bank previously authorized by the registered owner).
 
  •  For corporate or institutional accounts, a resolution of the registered owner (or similar supporting documentation acceptable to the Fund) authorizing the election of this waiver is provided.
 
To elect to waive the Medallion Signature Guarantee requirement on a new account, fill out the appropriate area on the Account Application, and provide a Medallion Signature Guarantee, and a resolution of the registered owner (or similar supporting documentation acceptable to the

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Fund) authorizing such election. For existing accounts, if you would like to establish this waiver, you must fill out a Medallion Signature Guarantee Waiver form, accompanied by a Medallion Signature Guarantee and a resolution of the registered owner (or similar supporting documentation acceptable to the Fund) authorizing such election.
 
None of the Fund, its transfer agent, Domini, or any of their agents or affiliates will be liable for any loss, liability, cost, or expense for acting upon any written sales request subject to a Medallion Signature Guarantee waiver election reasonably believed to be genuine. Please contact the Fund if you wish to suspend this waiver.
 
Unusual Circumstances
 
Each Fund reserves the right to revise or terminate the telephone or the online redemption privilege at any time, without notice. In the event that a Fund suspends telephone redemption privileges, or if you have difficulty getting through on the phone, you will still be able to redeem your shares through the other methods listed above.
 
Each Fund may postpone payment of redemption proceeds under either of these circumstances:
 
  •  During any period in which the New York Stock Exchange is closed or in which trading is restricted
 
  •  If the SEC determines that an emergency exists
 
Large Redemptions
 
It is important that you call the Funds before you redeem any amount in excess of $500,000. We must consider the interests of all Fund shareholders and so reserve the right to delay delivery of your redemption proceeds — up to 7 days — if the amount to be redeemed will disrupt a Fund’s operation or performance.
 
Each Fund reserves the right to pay part or all of the redemption proceeds in kind, i.e., in securities, rather than cash. If payment is made in kind, you may incur brokerage commissions if you elect to sell the securities for cash.
 
In an effort to protect the Funds from the possible adverse effects of a substantial redemption in a large account, as a matter of general policy no shareholder or group of shareholders controlled by the same person or group of persons will knowingly be permitted to purchase in excess of 5% of the outstanding shares of a Fund, except upon approval of the Manager.
 
Market Timing and Redemption Fee
 
The Funds are long-term investments. Market timers, who buy and sell rapidly in the hopes of making a short-term profit, drive up costs for all other shareholders, including long-term shareholders who do not generate

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these costs. Market timers can disrupt portfolio investment strategies, for example by causing a portfolio manager to sell securities to meet a redemption request when the manager might otherwise have continued to hold the securities, and may increase a Fund’s transaction costs, such as brokerage expenses. The Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund may be more susceptible to market timing by investors seeking to take advantage of time zone arbitrage opportunities when events affecting the value of the Fund’s portfolio occur after the close of the overseas markets but prior to the close of the U.S. market and the calculation of the Fund’s NAV. Do not invest with the Domini Funds if you are a market timer.
 
The Board of Trustees has approved a redemption fee to discourage the Funds from being used as vehicles for frequent short-term shareholder trading. Each Fund will deduct a redemption fee of 2% from any redemption or exchange proceeds if you sell or exchange shares after holding them less than 30 days. The redemption fee will be deducted from your redemption proceeds and returned to the applicable Fund. If you acquired shares on different days, the “first in, first out” (FIFO) method is used to determine the holding period. This means that the shares you hold the longest will be redeemed first for purposes of determining whether the redemption fee applies.
 
The redemption fee is not imposed on the following:
 
  •  Shares acquired as a result of reinvestment of dividends or distributions
 
  •  Shares purchased, exchanged, or redeemed by means of a preapproved Automatic Investment Plan or Systematic Withdrawal Plan arrangement
 
  •  Shares redeemed or exchanged by omnibus accounts maintained by intermediaries that are unable or unwilling to process the redemption fee
 
  •  Shares redeemed or exchanged through certain qualified retirement plans that are unable or unwilling to process the redemption fee
 
  •  Shares redeemed following the death of a shareholder
 
  •  Shares redeemed on the initiation of a Fund (e.g., for failure to meet account minimums)
 
  •  Share redemptions or exchanges of $25,000 or less
 
  •  Shares transferred from one class to another class of the same Fund
 
  •  Shares redeemed as a result of any changes in account registration
 
The Funds’ Board of Trustees has also approved methods for the fair valuation of securities held in each Fund’s portfolio in an effort to deter market timing activities. Please see “How the Price of Your Shares Is Determined — How is the value of securities held by the Funds determined?” for more information.

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In addition, the Funds’ Board of Trustees has adopted policies and procedures that are designed to discourage and detect excessive trading and market timing activities. These policies and procedures provide that Domini reviews transactions in excess of certain thresholds in order to monitor trading activity. If Domini suspects a pattern of market timing, we may reject the transaction, close the account, and/or suspend or terminate the broker if possible to prevent any future activity. The Funds do not knowingly accommodate excessive trading and market timing activities.
 
In certain circumstances, a financial intermediary, such as a broker, advisor, retirement plan, or third party administrator, will hold Fund shares on behalf of multiple beneficial owners in an omnibus account. The Funds do not know the identity of shareholders who hold shares through an omnibus account and must rely on the systems of the financial intermediary for that information. Consequently, the Funds’ ability to monitor trading or detect market timing in omnibus accounts may be limited. The Funds’ distributor, in accordance with applicable law, enters into agreements with financial intermediaries that require the intermediaries to provide certain information to the Funds to help identify excessive trading activity and to restrict or prohibit future purchases or exchanges of Fund shares by shareholders identified as having violated the Funds’ policies.
 
Financial intermediaries may apply purchase and exchange limitations that are different from the limitations imposed by the Funds. If you purchase, exchange, or sell Fund shares through a financial intermediary, you should check with your intermediary to determine what purchase and exchange limitations are applicable to your transactions.
 
Certain financial intermediaries are unable or unwilling to charge the Funds’ redemption fee as described above or may charge a different redemption fee. Some financial intermediaries will not apply one or more of the exemptions listed above or may exempt transactions not listed above in determining whether to charge a redemption fee. The Funds may determine not to charge a redemption fee on transactions implemented through a financial intermediary’s account. There are no assurances that financial intermediaries will properly assess the Funds’ redemption fee even in circumstances where they agree to do so. If you purchase, exchange, or sell Fund shares through a financial intermediary, you should check with your intermediary to determine which of your transactions will be subject to a redemption fee.
 
Because the Funds may not be able to detect all instances of market timing, there is no guarantee that the Funds will be able to identify, deter, or eliminate market timing or excessive trading of Fund shares.

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HOW THE PRICE OF YOUR SHARES IS DETERMINED
 
The price of your shares is based on the net asset value of the applicable class of shares of the Fund that you hold. The net asset value (or NAV) of each class of shares of each Fund is determined as of the close of regular trading on the New York Stock Exchange, normally 4 pm, Eastern Time, on each day the Exchange is open for trading. This calculation is made by deducting the amount of the liabilities (debts) of the applicable class of shares of the applicable Fund, from the value of its assets, and dividing the difference by the number of outstanding shares of the applicable class of the Fund.
 
     
Net Asset Value (NAV) =
  Total Assets − Total Liabilities
Number of Shares Outstanding
 
To calculate the value of your investment, simply multiply the NAV by the number of shares of the Fund you own.
 
How can I find out the NAV of my shares?
 
You may obtain the NAV for your shares 24 hours a day online at www.domini.com or by phone by calling 1-800-582-6757 from a touch-tone phone and accessing our automated telephone system.
 
Newspaper Listings: This information is also listed in the mutual fund listings of most major newspapers. The Investor shares of the Domini Social Equity Fund, Domini European Social Equity Fund, and Domini Social Bond Fund are most commonly listed as Dom Soc Inv-Soc Eq, Domini Soc Inv-Euro Soc Eq, and Dom Soc Inv-Soc Bd, respectively. As of the date of this prospectus, the listing for the Investor shares of the Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund are not yet available.
 
Quarterly Statements: You will also receive this information quarterly, on your account statement.
 
How do you determine what price I will get
when I buy shares?
 
Investments will be processed at the next share price calculated after an order is received in good order by a Fund or its designated agent. Please note that purchase requests received after the share price has been calculated for any Fund, normally 4 pm, Eastern Time, will be processed at the next share price that is calculated by the Fund the next business day a Fund’s share price is calculated.
 
For current shareholders who place ACH transactions online or through the automated telephone account access system, please note that your ACH transaction will be considered in good order on the date the

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payment for shares is received by the Funds. This may take up to 2 business days.
 
Each Fund may stop offering its shares for sale at any time and may reject any order for the purchase of its shares.
 
How do you determine what price I will get
when I sell shares?
 
When you sell shares, you will receive the next share price that is calculated after your sale request is received by the Funds or its designated agent in good order. (See “What Is ’Good Order’?” above for more information.) Please note that redemption requests received after the share price has been calculated for any Fund, normally 4 pm, Eastern Time, will be processed at the next share price that is calculated by the Fund the next business day a Fund’s share price is calculated.
 
The appropriate Fund will normally pay for the shares on the next day the New York Stock Exchange is open for trading, but in any event within 7 days. Sales of shares made less than 30 days after settlement of a purchase or acquisition through exchange will be subject to an early redemption fee, with certain exceptions. (See “Additional Information on Selling Shares — Market Timing and Redemption Fee” above for more information.) If you purchased the shares you are selling by check, a Fund may delay the payment of the redemption proceeds until the check has cleared, which may take up to 8 business days from the purchase date. Each Fund may pay redemption proceeds by check or, if you have completed the appropriate box on the Account Application, by wire transfer.
 
Access to the automated telephone system and online processing may be limited during periods of peak demand, market volatility, system upgrades or maintenance, or for other reasons.
 
How is the value of securities held by the Funds determined?
 
Each Fund typically uses market prices to value securities. However, when a market price is not available, or when a Fund has reason to believe that the price does not represent market realities, the Fund will value securities instead by using methods approved by the Fund’s Board of Trustees. When a Fund uses fair value pricing, a Fund’s value for a security may be different from quoted market values or what a Fund would receive upon the sale of such security. Each short-term obligation (with a remaining maturity of 60 days or less) is valued at amortized cost, which constitutes fair value as determined by the Board of Trustees.
 
Because the Domini Social Equity Fund invests primarily in the stocks of large-cap U.S. companies that are traded on U.S. exchanges, it is expected that there would be limited circumstances in which the Fund would use fair value pricing — for example, if the exchange on which a portfolio security is principally traded closed early or if trading in a particular

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security was halted during the day and did not resume prior to the time the Fund calculated its NAV. In addition, the Domini Social Bond Fund may invest, for example, in certain community development investments for which a market price might not readily be available, provided that the Fund may not invest more than 15% of its net assets in illiquid securities. In those circumstances, the fair value of the community development investment is determined by using methods approved by the Fund’s Board of Trustees.
 
The Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund invest primarily in the stocks of companies based in Europe and/or the Asia-Pacific region. Non-U.S. equity securities are valued on the basis of their most recent closing market prices at 4 pm Eastern Time except under the circumstances described below. Most non-U.S. markets close before 4 pm Eastern Time. If the Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, or Domini PacAsia Social Equity Fund determines that developments between the close of the non-U.S. market and 4 pm Eastern Time will, in its judgment, materially affect the value of some or all of the Fund’s securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 pm Eastern Time. In deciding whether to make these adjustments, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. A Fund may also fair value securities in other situations, for example, when a particular foreign market is closed but the Fund is open. The Fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The Fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the Fund routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices.
 
Please note that the Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund hold securities that are primarily listed on foreign exchanges that may trade during hours, on weekends, or on other days when a Fund does not price its shares. Therefore, the value of the securities held by the Funds may change on days when shareholders will not be able to purchase or sell the Funds’ shares.
 
FUND STATEMENTS AND REPORTS
 
Householding
 
To keep the Funds’ costs as low as possible, and to conserve paper, where practical we attempt to eliminate duplicate mailings to the same address. When we find that two or more Fund shareholders have the same last

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name and address, rather than send a separate report to each shareholder, we will send just one report to that address. If your household is receiving separate mailings that you feel are unnecessary, or if you want us to send separate statements, notify our Shareholder Services department at 1-800-582-6757.
 
Confirmation Statements
 
Statements confirming the trade date and the amount of your transaction are sent each time you buy, sell, or exchange shares. Confirmation statements are not sent for reinvested dividends or for purchases made through automatic investment plans. Always verify your transactions by reviewing your confirmation statement carefully for accuracy. Please report any discrepancies promptly to our Shareholder Services department at 1-800-582-6757.
 
Fund Financial Reports
 
The Funds’ Annual Report is mailed in September, and the Funds’ Semi-Annual Report is mailed in March. These reports include information about a Fund’s performance, as well as a complete listing of that Fund’s holdings. You may choose to receive these reports by email rather than hard copy by signing up for e-delivery at www.domini.com. The Funds’ most recent reports are available online at www.domini.com.
 
Tax Statements
 
Each year we will send you a statement reporting the previous year’s dividend and capital gains distributions, proceeds from the sale of shares, and distributions from IRAs or other retirement accounts as required by the IRS. Statements are generally mailed in January.
 
DIVIDENDS AND CAPITAL GAINS
 
Each Fund pays to its shareholders substantially all of its net income in the form of dividends. Dividends from net income (excluding capital Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund semi-annually (usually in June and December), and by the Domini Social Bond Fund monthly. Any capital gain dividends are distributed annually in December.
 
You may elect to receive dividends either by check or in additional shares. Unless you choose to receive your dividends by check, all dividends will be reinvested in additional shares. In either case, dividends are normally taxable to you in the manner described below.

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TAXES
 
This discussion of taxes is for general information only. You should consult your own tax advisor about your particular situation and the status of your account under state and local laws.
 
Taxability of Dividends
 
Each year the Funds will mail you a report of your dividends for the prior year and how they are treated for federal tax purposes. If you are otherwise subject to federal income taxes, you will normally have to pay federal income taxes on the dividends you receive from the Funds, whether you take the dividends in cash or reinvest them in additional shares. For taxable years beginning before January 1, 2011, noncorporate shareholders will be taxed at reduced rates on distributions designated by a Fund as “qualified dividend income,a” provided the recipient shareholder satisfies certain holding period requirements and refrains from making certain elections. Dividends designated by a Fund as capital gain dividends are taxable as long-term capital gains. Other dividends are generally taxable as ordinary income. Some dividends paid in January may be taxable to you as if they had been paid the previous December.
 
Buying a Dividend
 
Dividends paid by a Fund will reduce that Fund’s net asset value per share. As a result, if you buy shares just before a Fund pays a dividend, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a dividend on which you may need to pay tax.
 
Taxability of Transactions
 
Any time you sell or exchange shares held in a nonretirement account, it is considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transactions.
 
 
IMPORTANT: By law, you must certify that the Social Security or taxpayer identification number you provide to a Fund is correct and that you are not otherwise subject to backup withholding for failing to report income to the IRS. The Funds may be required to withhold (and pay over to the IRS for your credit) taxes, at a current rate of 28%, from certain distributions and proceeds they pay you if you fail to provide this information or otherwise violate IRS requirements.
 
ANTI-MONEY LAUNDERING
 
As part of our required anti-money laundering program, we may ask you to provide various identification documents or other information when

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you open or make certain significant changes to your account. Until you provide the information or documents required, you may not be able to open an account or effect additional transactions.
 
RIGHTS RESERVED BY THE FUNDS
 
Each Fund and its agents reserve the following rights:
 
  •  To waive or change investment minimums
 
  •  To refuse any purchase or exchange order
 
  •  To stop selling shares at any time
 
  •  To change, revoke, or suspend the exchange privilege
 
  •  To suspend telephone transactions
 
  •  To reject any purchase or exchange order (including, but not limited to, orders that involve, in the Manager’s opinion, excessive trading, market timing, fraud, or 5% ownership) upon notice to the shareholder
 
  •  To change or implement additional policies designed to prevent excessive trading
 
  •  To adopt policies requiring redemption of shares in certain circumstances
 
  •  To freeze any account and suspend account services when notice has been received of a dispute between the registered or beneficial account owners or there is a reason to believe a fraudulent transaction may occur
 
  •  To otherwise modify the conditions of purchase and any services at any time
 
  •  To act on instructions believed to be genuine
 
  •  To notify shareholders and redeem accounts (other than retirement and Automatic Investment Plan accounts) with a value of less than $1,500
 
These actions will be taken when, in the sole discretion of management, they are deemed to be in the best interest of a Fund.

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FINANCIAL HIGHLIGHTS
 
The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. Information for Class A shares and Institutional shares is not presented because those share classes had not yet commenced operations as of July 31, 2008. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the applicable Fund (assuming reinvestment of all dividends and distributions). This information has been audited by KPMG LLP, whose reports, along with the Funds’ financial statements, are included in the Annual Report, which is available upon request.
 
[TO BE UPDATED BY AMENDMENT]

  B-1


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Domini Social Equity Fund
 
INVESTOR SHARES
 
SEE NOTES TO FINANCIAL STATEMENTS

B-2  


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DOMINI SOCIAL EQUITY FUND
 
SEE NOTES TO FINANCIAL STATEMENTS

  B-3


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CLASS R SHARES
 
SEE NOTES TO FINANCIAL STATEMENTS

B-4  


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Domini European Social Equity Fund
 
INVESTOR SHARES
 
SEE NOTES TO FINANCIAL STATEMENTS

  B-5


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Domini European PacAsia Social Equity Fund
 
INVESTOR SHARES
 
SEE NOTES TO FINANCIAL STATEMENTS

B-6  


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Domini PacAsia Social Equity Fund
 
INVESTOR SHARES
 
SEE NOTES TO FINANCIAL STATEMENTS

  B-7


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Domini Social Bond Fund
 
INVESTOR SHARES
 
SEE NOTES TO FINANCIAL STATEMENTS

B-8  


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Domini Social Investments,® Domini Social Equity Fund,® Domini Social Bond Fund,® Domini Money Market Account,® The Way You Invest Matters,® and domini.com® are registered service marks of Domini Social Investments LLC. Domini European Social Equity Fund,sm Domini PacAsia Social Equity Fund,sm and Domini European PacAsia Social Equity Fundsm are service marks of Domini Social Investments LLC. The Domini Community Impact Gradient is copyright Domini Social Investments LLC.


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FOR ADDITIONAL INFORMATION
 
Annual and Semi-Annual Reports
 
Additional information about a Fund’s investments is available in the Funds’ Annual and Semi-Annual Reports to shareholders. These reports include a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year, as well as a complete listing of each Fund’s holdings. They are available by mail from Domini Social Investments, or online at www.domini.com.
 
Statement of Additional Information
 
The Funds’ Statement of Additional Information contains more detailed information about each Fund and its management and operations. The Statement of Additional Information is incorporated by reference into this prospectus and is legally part of it. It is available by mail from Domini Social Investments, or online at www.domini.com.
 
Proxy Voting and Social and Environmental Standards
 
Visit www.domini.com for more complete information about Domini Social Investments’ proxy voting policies and procedures, to view the Domini Funds’ current proxy voting decisions, to learn more about the firm’s shareholder activism program, and for more information about the social and environmental standards Domini uses to evaluate Fund holdings.
 
Contact Domini
 
To make inquiries about the Funds or obtain copies of any of the above free of charge, call 1-800-582-6757 (Investor, Institutional, and Class R shares) or 1-800498-1351 (Class A shares) or write to this address:
 
Domini Social Investments
P.O. Box 9785
Providence, RI 02940-9785
 
Website: To learn more about the Funds or about socially responsible investing, visit us online at www.domini.com.
 
Securities and Exchange Commission
 
Information about the Funds (including the Statement of Additional Information) is available on the EDGAR database on the SEC’s website, www.sec.gov. Copies may be obtained upon payment of a duplicating fee by electronic request at the following email address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, DC 20549-0102. You may also visit the SEC’s Public Reference Room in Washington, D.C. For more information about the Public Reference Room you may call the SEC at 1-202-942-8090.
 
File No. 811-5823


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UPDATED BACK COVER TO BE INSERTED BY AMENDMENT
 
 
 
     
1-800-582-6757
www.domini.com
   
     
Pro 113007

Domini Social Equity Fund®
Investor Shares: CUSIP 257132100
Class R Shares: CUSIP 257132308

Domini European Social Equity FundSM
Investor Shares: CUSIP 257132506
 
Domini European PacAsia Social Equity FundSM
Investor Shares: CUSIP 257132704

Domini PacAsia Social Equity fundSM
Investor Shares: CUSIP 257132605

Domini Social Bond Fund®
Investor Shares: CUSIP 257132209
     
Printed on 100% recycled paper
   


 

STATEMENT OF ADDITIONAL INFORMATION
November 28, 2008
DOMINI SOCIAL EQUITY FUND
DOMINI EUROPEAN SOCIAL EQUITY FUND
DOMINI EUROPEAN PACASIA SOCIAL EQUITY FUND
DOMINI PACASIA SOCIAL EQUITY FUND
DOMINI SOCIAL BOND FUND
each a series of DOMINI SOCIAL INVESTMENT TRUST
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This Statement of Additional Information sets forth information that may be of interest to investors but that is not necessarily included in the Funds’ Prospectus dated November 28, 2008, as amended from time to time. This Statement of Additional Information should be read in conjunction with the Prospectus. This Statement of Additional Information incorporates by reference the financial statements described on page [75] hereof. These financial statements can be found in the Funds’ Annual Report to Shareholders. An investor may obtain copies of the Funds’ Prospectus and Annual Report without charge from Domini Social Investments by calling 1-800-582-6757 or online at www.domini.com.
This Statement of Additional Information is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by an effective prospectus and should be read only in conjunction with such prospectus.


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1. THE FUNDS
The Domini Social Equity Fund (the “Equity Fund”), the Domini European Social Equity Fund (the “European Equity Fund”), the Domini European PacAsia Social Equity Fund (the “European PacAsia Equity Fund”), the Domini PacAsia Social Equity Fund (the “PacAsia Equity Fund”) and the Domini Social Bond Fund (the “Bond Fund,” and collectively with the Equity Fund, European PacAsia Equity Fund, PacAsia Equity Fund, and European Equity Fund, the “Funds”) are each diversified, open-end management investment companies. Each Fund is a series of shares of beneficial interest of Domini Social Investment Trust (the “Trust”), which was organized as a business trust under the laws of the Commonwealth of Massachusetts on June 7, 1989, and commenced operations on June 3, 1991. Prior to January 20, 2000, the name of the Trust was “Domini Social Equity Fund.” Prior to November 30, 2007, the name of the Domini European PacAsia Social Equity Fund was the “Domini EuroPacific Social Equity Fund.”
The Equity Fund, European Equity Fund, European PacAsia Equity Fund, and PacAsia Equity Fund are each referred to herein as a “Stock Fund” and, collectively, as the “Stock Funds.”
Each Fund offers to buy back (redeem) its shares from its shareholders at any time at net asset value. References in this Statement of Additional Information to the “Prospectus” are to the current Prospectus of the Funds, as amended or supplemented from time to time.
Domini Social Investments LLC (“Domini” or the “Manager”) is the Funds’ sponsor. Domini provides investment advisory and administrative services to the Funds. The Board of Trustees provides broad supervision over the affairs of each Fund. Shares of each Fund are continuously sold by DSIL Investment Services LLC, the Funds’ distributor (“DSILD” or the “Distributor”). An investor should obtain from Domini, and should read in conjunction with the Prospectus, the materials describing the procedures under which Fund shares may be purchased and redeemed.
The Equity Fund seeks to achieve its investment objective by investing primarily in stocks of U.S. companies. The Equity Fund seeks to invest in stocks that are consistent with Domini’s social and environmental standards. Domini is the Equity Fund’s investment manager. Domini evaluates the Equity Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. Wellington Management Company, LLP, is the Equity Fund’s investment Submanager (“Wellington Management”). Wellington Management manages the investments of the Equity Fund from day to day in accordance with the Equity Fund’s investment objective and policies. Wellington Management uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment.
The European Equity Fund seeks to achieve its investment objective by investing primarily in stocks of European companies. Domini is the European Equity Fund’s investment manager. Domini evaluates the European Equity Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. Wellington Management is the European Equity Fund’s investment submanager. Wellington Management manages the investments of the European Equity Fund from day to day in accordance with the European Equity Fund’s investment objective and policies. Wellington Management uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment.
The European PacAsia Equity Fund seeks to achieve its investment objective by investing primarily in stocks of European and Asian Pacific companies. Domini is the European PacAsia Equity Fund’s investment manager. Domini evaluates the European Equity Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. Wellington Management is the European PacAsia Equity Fund’s investment submanager. Wellington Management manages the investments of the European PacAsia Equity Fund from day to day in accordance with the European PacAsia Equity Fund’s investment objective and policies. Wellington Management uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment.
The PacAsia Equity Fund seeks to achieve its investment objective by investing primarily in stocks of Asian Pacific companies. Domini is the PacAsia Equity Fund’s investment manager. Domini evaluates the European Equity Fund’s potential investments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. Wellington Management is the PacAsia Equity Fund’s investment submanager. Wellington Management manages the investments of the PacAsia Equity Fund from day to day in accordance with the PacAsia Equity Fund’s investment objective and policies. Wellington Management uses a proprietary quantitative model to select investments from among those which Domini has notified the submanager are eligible for investment.
The Bond Fund seeks to achieve its investment objective by investing primarily in bonds and other debt instruments. Domini is the Bond Fund’s investment manager. Domini evaluates potential corporate debt instruments against its social and environmental standards based on the businesses in which they engage, as well as on the quality of their relations with key stakeholders, including communities, customers, ecosystems, employees, investors, and suppliers. Seix Investment Advisors LLC (“Seix” or the “Bond Fund Submanager”) is the Bond Fund’s investment submanager. Seix manages the investments of the Bond Fund from day to day in accordance with the Fund’s investment objective and policies. Seix uses proprietary analytical tools to select investments from among those which Domini has notified the submanager are eligible for investment.
Wellington Management and Seix are collectively referred to herein as the “Submanagers,” and each a “Submanager.”

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2. INVESTMENT INFORMATION
INVESTMENT OBJECTIVES
The EQUITY FUND’s objective is to seek to provide its shareholders with long-term total return. The Fund seeks its objective by investing primarily in stocks of U.S. companies.
The EUROPEAN EQUITY FUND’s objective is to seek to provide its shareholders with long-term total return. The Fund seeks its objective by investing primarily in stocks of European companies.
The EUROPEAN PACASIA EQUITY FUND’s objective is to seek to provide its shareholders with long-term total return. The Fund seeks its objective by investing primarily in stocks of European and Asian Pacific companies.
The PACASIA EQUITY FUND’s objective is to seek to provide its shareholders with long-term total return. The Fund seeks its objective by investing primarily in stocks of Asian Pacific companies.
The BOND FUND’s objective is to seek to provide its shareholders with a high level of current income and total return by investing in bonds and other debt instruments.
The investment objective of a Fund may be changed without the approval of that Fund’s shareholders, but not without written notice thereof to shareholders 30 days prior to implementing the change. If there is a change in a Fund’s investment objective, shareholders of that Fund should consider whether the Fund remains an appropriate investment in light of their financial positions and needs. There can, of course, be no assurance that the investment objective of any Fund will be achieved.
The Equity Fund offers four classes of shares: Investor shares, Class A shares, Institutional shares, and Class R shares. The Investor and Class A shares have each adopted a Rule 12b-1 plan that allows the class to pay distribution fees for the sale and distribution of its shares and for providing services to shareholders. Class A shares are also subject to a sales load and minimum investment amounts. Institutional shares are generally only available to endowments, foundations, religious organizations and other nonprofit entities, individuals, retirement plan sponsors, certain corporate or similar institutions, or omnibus accounts maintained by financial intermediaries and are subject to minimum investment amounts. Class R shares are generally available only to certain eligible retirement plans, including 401(k) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans, and nonqualified deferred compensation plans. The sponsors of these retirement plans provide various shareholder services to the accounts. Class R shares are not generally available to retail nonretirement accounts. Other investors may purchase Investor shares of the Funds. The European Equity Fund, European PacAsia Equity Fund, and PacAsia Equity Fund only offer Investor and Class A shares and the Bond Fund only offers Investor shares as of the date of this Statement of Additional Information.
INFORMATION CONCERNING FUND STRUCTURE
Each Stock Fund formerly invested all of its investable assets in a corresponding series of the Domini Social Trust (each a “Master Fund”) that invested directly in securities. This investment structure is referred to as a “master-feeder” structure. The Board of Trustees of the Trust approved the withdrawal of each Stock Fund’s investment from its corresponding Master Fund and the direct investment in securities by each Stock Fund. The change in each Stock Fund’s investment structure became effective at the close of business on November 28, 2008. There was no change to any Stock Fund’s portfolio of investments, advisory or portfolio management personnel, or any services provided to a Fund or its shareholders, and there was no change to any Stock Fund’s management or submanagement fees, as a result of this change to the Stock Fund’s investment structure.
INVESTMENT POLICIES
The following supplements the information concerning the Funds’ investment policies contained in the Prospectus and should only be read in conjunction therewith.

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EQUITY FUND, EUROPEAN EQUITY FUND, EUROPEAN PACASIA EQUITY FUND, PACASIA FUND (EACH A “STOCK FUND” AND COLLECTIVELY THE “STOCK FUNDS”)
Common Stock
Each Stock Fund may invest in common stocks. Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits of the corporation, if any, without preference over any other shareholder or class of shareholders, including holders of the entity’s preferred stock and other senior equity. Common stock usually carries with it the right to vote and frequently an exclusive right to do so. Common stocks do not represent an obligation of the issuer, and do not offer the degree of protection of debt securities. The issuance of debt securities or preferred stock by an issuer will create prior claims that could adversely affect the rights of holders of common stock with respect to the assets of the issuer upon liquidation or bankruptcy.
Preferred Stock
Each Stock Fund may invest in preferred stocks. Preferred stocks, like common stocks, represent an equity ownership in an issuer, but generally have a priority claim over common stocks, but not over debt, with respect to dividend payments and upon the liquidation or bankruptcy of the issuer. Therefore, preferred stock is subject to the credit risk of the issuer, but because of its subordinate position to debt obligations of the issuer, the deterioration of the credit of an issuer is likely to cause greater decreases in the value of preferred stock than in more senior debt obligations. The market value of preferred stocks with no conversion rights and fixed dividend rates, like fixed-income securities, tends to move inversely with interest rates, with the price determined by the dividend rate. However, because most preferred stocks do not have a fixed maturity date (although they may have call features giving the issuer the right to call the securities under certain circumstances or redemption features giving the holder the right to cause the issuer to repurchase the securities under certain circumstances), these securities generally will fluctuate more in value when interest rates change than, for example, debt issued by the same issuer. Some preferred stocks may pay dividends at an adjustable rate, based on an auction, an index, or other formula. In the absence of credit deterioration, adjustable-rate preferred stocks tend to have less price volatility than fixed-rate preferred stocks.
Unlike common stocks, preferred stocks do not typically have voting rights. Some preferred stocks have convertible features.
Warrants
Each Fund may invest in warrants. Warrants are securities that permit, but do not obligate, their holder to subscribe for other securities. Warrants are subject to the same market risks as stocks, but may be more volatile in price. Warrants do not carry the right to dividends or voting rights with respect to their underlying securities, and they do not represent any rights in assets of the issuer. An investment in warrants may be considered speculative. In addition, the value of a warrant does not necessarily change with the value of the underlying securities and a warrant ceases to have value if it is not exercised prior to its expiration date.
Concentration
It is a fundamental policy of each Fund that it may not invest more than 25% of the total assets of the Fund in any one industry. If the Fund were to concentrate its investments in a single industry, the Fund would be more susceptible to any single economic, political, or regulatory occurrence than would be another investment company that was not so concentrated.
Smaller Market Capitalization Companies
Investments in companies with smaller market capitalizations, including companies generally considered to be small-cap issuers and medium-sized companies, may involve greater risks and volatility than investments in larger companies. Companies with smaller market capitalizations may be at an earlier stage of development, may be subject to greater business risks, may have limited product lines, limited financial resources, and less depth in management than more established companies. In addition, these companies may have difficulty withstanding competition from larger, more established companies in their industries. The securities of companies with smaller market capitalizations may be thinly traded (and therefore have to be sold at a discount from current market prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts, and may be subject to wider price swings and thus may create a greater chance of loss than investing in securities of larger-capitalization companies. In addition, transaction costs in smaller-capitalization stocks may be higher than those of larger-capitalization companies.
Derivatives
Each Stock Fund may use various investment strategies described below to hedge market risks (such as broad or specific market movements and currency exchange rates), or to seek to increase the Fund’s income or gain.

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Each Stock Fund may purchase and sell single stock, currency, or stock index futures contracts and enter into currency transactions; purchase and sell (or write) exchange-listed and over-the-counter (“OTC”) put and call options on securities, currencies, futures contracts, indexes, and other financial instruments; enter into equity swaps and related transactions; and invest in indexed securities and other similar transactions that may be developed in the future to the extent that the Stock Funds’ Submanager determines that they are consistent with the applicable Stock Fund’s investment objective and policies and applicable regulatory requirements (collectively, these transactions are referred to as “Derivatives”). A Stock Fund’s currency transactions may take the form of currency forward contracts, currency futures contracts and options thereof, currency swaps, and options on currencies.
The Stock Funds are operated by persons who have claimed an exclusion, granted to operators of registered investment companies like the Stock Funds, from registration as a “commodity pool operator” with respect to the Stock Funds under the Commodity Exchange Act, and therefore are not subject to registration or regulation with respect to the Stock Funds under the Commodity Exchange Act. The use of certain Derivatives in certain circumstances will require that the Stock Funds segregate cash or other liquid assets to the extent the Funds’ obligations are not otherwise “covered” through ownership of the underlying security, financial instrument, or currency. See “Use of Segregated and Other Special Accounts” below.
Derivatives involve special risks, including possible default by the other party to the transaction, illiquidity, and to the extent the Submanager’s view as to certain market movements is incorrect, the risk that the use of Derivatives could result in significantly greater losses than if it had not been used. See “Risk Factors Associated with Derivatives” below. The degree of a Stock Fund’s use of Derivatives may be limited by certain provisions of the Code. See “Effects of Certain Investments and Transactions” below.
CURRENCY TRANSACTIONS. Each Stock Fund may engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value or to generate income or gain. Currency transactions include currency forward contracts, exchange-listed currency futures contracts and options thereon, exchange-listed and OTC options on currencies, and currency swaps. A currency forward contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. A currency swap is an agreement to exchange cash flows based on the notional difference between two or more currencies and operates similarly to an equity swap, which is described below under “Equity Swaps and Related Transactions.” The Stock Funds may enter into currency transactions only with counterparties that the Stock Funds’ Submanager deems to be creditworthy.

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Each Stock Fund may enter into currency forward contracts when the Submanager believes that the currency of a particular country may suffer a substantial decline against the U.S. dollar. In those circumstances, each Stock Fund may enter into a currency forward contract to sell, for a fixed amount of U.S. dollars, the amount of that currency approximating the value of some or all of the Fund’s portfolio securities denominated in such currency. Currency forward contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies.
Transaction hedging is entering into a currency transaction with respect to specific assets or liabilities of a Stock Fund, which will generally arise in connection with the purchase or sale of the Stock Fund’s portfolio securities or the receipt of income from them. Position hedging is entering into a currency transaction with respect to portfolio securities positions denominated or generally quoted in that currency. No Stock Fund will enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held by the Stock Fund that are denominated or generally quoted in or currently convertible into the currency, other than with respect to proxy hedging as described below.
Each Stock Fund may cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to increase or decline in value relative to other currencies to which the Stock Fund has or in which the Stock Fund expects to have exposure. To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of its securities, each Stock Fund may also engage in proxy hedging. Proxy hedging is often used when the currency to which the Stock Fund’s holdings are exposed is difficult to hedge generally or difficult to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency, the changes in the value of which are generally considered to be linked to a currency or currencies in which some or all of the Stock Fund’s securities are or are expected to be denominated, and to buy dollars. The amount of the contract would not exceed the market value of the Stock Fund’s securities denominated in linked currencies.
Currency transactions are subject to risks different from other portfolio transactions, as discussed below under “Risk Factors Associated with Derivatives.” If a Stock Fund enters into a currency hedging transaction, the Fund will comply with the asset segregation requirements described below under “Use of Segregated and Other Special Accounts.”
FUTURES CONTRACTS. Each Stock Fund may trade futures contracts: (1) on domestic and foreign exchanges on currencies; and (2) on domestic and foreign exchanges on single stocks and stock indexes. Futures contracts are generally bought and sold on the commodities exchanges on which they are listed with payment of initial and variation margin as described below. The sale of a futures contract creates a firm obligation by the Stock Fund, as seller, to deliver to the buyer the specific type of financial instrument called for in the contract at a specific future time for a specified price (or with respect to certain instruments, the net cash amount). A Stock Fund’s use of financial futures contracts and options thereon will in all cases be consistent with applicable regulatory requirements and in particular the rules and regulations of the Commodity Futures Trading Commission (CFTC). Maintaining a futures contract or selling an option on a futures contract will typically require a Stock Fund to deposit with a financial intermediary, as security for its obligations, an amount of cash or other specified assets (“initial margin”) that initially is from 1% to 10% of the face amount of the contract (but may be higher in some circumstances particularly in the case of single stock futures). Additional cash or assets (“variation margin”) may be required to be deposited thereafter daily as the mark-to-market value of the futures contract fluctuates. The value of all futures contracts sold by a Stock Fund (adjusted for the historical volatility relationship between the Stock Fund and the contracts) will not exceed the total market value of the Stock Fund’s securities. In addition, the value of the Stock Fund’s long futures and options positions (futures contracts on single stocks, stock indexes, or foreign currencies and call options on such futures contracts) will not exceed the sum of: (a) liquid assets segregated for this purpose; (b) cash proceeds on existing investments due within 30 days; and (c) accrued profits on the particular futures or options positions. The segregation requirements with respect to futures contracts and options thereon are described below under “Use of Segregated and Other Special Accounts.”
SINGLE STOCK FUTURES. Recent legislation permits the trading on U.S. exchanges of standardized futures contacts on individual equity securities, such as common stocks, exchange-traded funds, and American Depository Receipts, as well as narrow-based securities indexes, generally called security futures contracts or “SFCs.” As with other futures contracts, a SFC involves an agreement to purchase or sell in the future a specific quantity of shares of a security or the component securities of the index. The initial margin requirements (typically 20%) are generally higher than with other futures contracts. Trading SFCs involves many of the same risks as trading other futures contracts, including the risks involved with leverage, and losses are potentially unlimited. Under certain market conditions, for example if trading is halted due to unusual trading activity in either the SFC or the underlying security due to recent new events involving the issuer of the security, it may be difficult or impossible for a fund to liquidate its position or manage risk by entering into an offsetting position. In addition, the prices of the SFCs may not correlate as anticipated with the prices of the underlying security. And unlike options on securities in which a fund may invest, where the fund had a position in a SFC, the fund has both the right and the obligation to buy or sell the security at a future date, or otherwise offset its position.

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OPTIONS. In order to hedge against adverse market shifts or to increase income or gain, each Stock Fund may purchase put and call options or write “covered” put and call options on futures contracts on stock indexes, and currencies. In addition, in order to hedge against adverse market shifts or to increase its income, each Stock Fund may purchase put and call options and write “covered” put and call options on securities, indexes, currencies, and other financial instruments. Each Stock Fund may utilize options on currencies in order to hedge against currency exchange rate risks. A call option is “covered” if, so long as the Stock Fund is obligated as the writer of the option, it will: (i) own the underlying investment subject to the option, (ii) own securities convertible or exchangeable without the payment of any consideration into the securities subject to the option, (iii) own a call option on the relevant security or currency with an exercise price no higher than the exercise price on the call option written, or (iv) deposit with its custodian in a segregated account liquid assets having a value equal to the excess of the value of the security or index that is the subject of the call over the exercise price. A put option is “covered” if, to support its obligation to purchase the underlying investment when a put option that a Stock Fund writes is exercised, the Stock Fund will either (a) deposit with its custodian in a segregated account liquid assets having a value at least equal to the exercise price of the underlying investment or (b) continue to own an equivalent number of puts of the same “series” (that is, puts on the same underlying investment having the same exercise prices and expiration dates as those written by the Stock Fund), or an equivalent number of puts of the same “class” (that is, puts on the same underlying investment) with exercise prices greater than those that it has written (or, if the exercise prices of the puts it holds are less than the exercise prices of those it has written, it will deposit the difference with its custodian in a segregated account).
Parties to options transactions must make certain payments and/or set aside certain amounts of assets in connection with each transaction, as described below.
In all cases, by writing a call, a Stock Fund will limit its opportunity to profit from an increase in the market value of the underlying investment above the exercise price of the option for as long as the Stock Fund’s obligation as writer of the option continues. By writing a put, a Stock Fund bears the risk of a decrease in the market value of the underlying investment below the exercise price of the option for as long as the Stock Fund’s obligation as writer of the option continues. Upon the exercise of a put option written by a Stock Fund, the Stock Fund may suffer an economic loss equal to the difference between the price at which the Stock Fund is required to purchase the underlying investment and its market value at the time of the option exercise, less the premium received for writing the option. Upon the exercise of a call option written by a Stock Fund, the Stock Fund may suffer an economic loss equal to an amount not less than the excess of the investment’s market value at the time of the option exercise over the Stock Fund’s acquisition cost of the investment, less the sum of the premium received for writing the option and the positive difference, if any, between the call price paid to the Stock Fund and the Stock Fund’s acquisition cost of the investment.
In all cases, in purchasing a put option, each Stock Fund will seek to benefit from, or protect against, a decline in the market price of the underlying investment, while in purchasing a call option, each Stock Fund will seek to benefit from an increase in the market price of the underlying investment. If an option purchased is not sold or exercised when it has remaining value, or if the market price of the underlying investment remains equal to or greater than the exercise price, in the case of a put, or remains equal to or below the exercise price, in the case of a call, during the life of the option, the Stock Fund will lose its investment in the option. For the purchase of an option to be profitable, the market price of the underlying investment must decline sufficiently below the exercise price, in the case of a put, and must increase sufficiently above the exercise price, in the case of a call, to cover the premium and transaction costs.
Each Stock Fund may choose to exercise the options it holds, permit them to expire, or terminate them prior to their expiration by entering into closing transactions. Each Stock Fund may enter into a closing purchase transaction in which the Stock Fund purchases an option having the same terms as the option it had written or a closing sale transaction in which the Stock Fund sells an option having the same terms as the option it had purchased. A covered option writer unable to effect a closing purchase transaction will not be able to sell the underlying security until the option expires or the underlying security is delivered upon exercise, with the result that the writer will be subject to the risk of market decline in the underlying security during such period. Should a Stock Fund choose to exercise an option, the Stock Fund will receive, in the case of a call option, or sell in the case of a put option, the securities, commodities, or commodity futures contracts underlying the exercised option.

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Exchange-listed options on securities and currencies, with certain exceptions, generally settle by physical delivery of the underlying security or currency, although in the future, cash settlement may become available. Frequently, rather than taking or making delivery of the underlying instrument through the process of exercising the option, listed options are closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option. Index options are cash settled for the net amount, if any, by which the option is “in-the-money” (that is, the amount by which the value of the underlying instrument exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise price of the option) at the time the option is exercised.
Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument on which they are purchased or sold. Thus, the following general discussion relates to each of the particular types of options discussed in greater detail below. In addition, many Derivatives involving options require segregation of Stock Fund assets in special accounts, as described below under “Use of Segregated and Other Special Accounts.”
A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer of the obligation to buy, the underlying security, index, currency, or other instrument at the exercise price. Each Stock Fund’s purchase of a put option on a security, for example, might be designed to protect its holdings in the underlying instrument (or, in some cases, a similar instrument) against a substantial decline in the market value of such instrument by giving the Stock Fund the right to sell the instrument at the option exercise price. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller the obligation to sell, the underlying instrument at the exercise price. A Stock Fund’s purchase of a call option on a security, financial futures contract, index, currency, or other instrument might be intended to protect the Stock Fund against an increase in the price of the underlying instrument that it intends to purchase in the future by fixing the price at which it may purchase the instrument. An “American” style put or call option may be exercised at any time during the option period, whereas a “European” style put or call option may be exercised only upon expiration or during a fixed period prior to expiration. Exchange-listed options are issued by a regulated intermediary such as the Options Clearing Corporation (“OCC”), which guarantees the performance of the obligations of the parties to the options. The discussion below uses the OCC as an example, but may also be applicable to other similar financial intermediaries.
OCC-issued and exchange-listed options, including options on securities, currencies, and financial instruments, generally settle for cash, although physical settlement may be required in some cases. Index options are cash settled for the net amount, if any, by which the option is “in-the-money” (that is, the amount by which the value of the underlying instrument exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise price of the option) at the time the option is exercised. Frequently, rather than taking or making delivery of the underlying instrument through the process of exercising the option, listed options are closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option.
A Stock Fund’s ability to close out its position as a purchaser or seller of an OCC-issued or exchange-listed put or call option is dependent, in part, upon the liquidity of the particular option market. Among the possible reasons for the absence of a liquid option market on an exchange are: (1) insufficient trading interest in certain options, (2) restrictions on transactions imposed by an exchange, (3) trading halts, suspensions, or other restrictions imposed with respect to particular classes or series of options or underlying securities, including reaching daily price limits, (4) interruption of the normal operations of the OCC or an exchange, (5) inadequacy of the facilities of an exchange or the OCC to handle current trading volume, or (6) a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the relevant market for that option on that exchange would cease to exist, although any such outstanding options on that exchange would continue to be exercisable in accordance with their terms.

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The hours of trading for listed options may not coincide with the hours during which the underlying financial instruments are traded. To the extent that the option markets close before the markets for the underlying financial instruments, significant price and rate movements can take place in the underlying markets that would not be reflected in the corresponding option markets.
OTC options are purchased from or sold to securities dealers, financial institutions, or other parties (collectively referred to as “Counterparties” and individually referred to as a “Counterparty”) through a direct bilateral agreement with the Counterparty. In contrast to exchange-listed options, which generally have standardized terms and performance mechanics, all of the terms of an OTC option, including such terms as method of settlement, term, exercise price, premium, guaranties, and security, are determined by negotiation of the parties. It is anticipated that each Stock Fund will generally only enter into OTC options that have cash settlement provisions, although it will not be required to do so.
Unless the parties provide for it, no central clearing or guaranty function is involved in an OTC option. As a result, if a Counterparty fails to make or take delivery of the security, currency, or other instrument underlying an OTC option it has entered into with a Stock Fund or fails to make a cash settlement payment due in accordance with the terms of that option, the Stock Fund will lose any premium it paid for the option as well as any anticipated benefit of the transaction. Thus, the Submanager must assess the creditworthiness of each such Counterparty or any guarantor or credit enhancement of the counterparty’s credit to determine the likelihood that the terms of the OTC option will be met. A Stock Fund will enter into OTC option transactions only with U.S. government securities dealers recognized by the Federal Reserve Bank of New York as “primary dealers,” or broker-dealers, domestic or foreign banks, or other financial institutions that the Submanager deems to be creditworthy. In the absence of a change in the current position of the staff of the SEC, OTC options purchased by a Stock Fund and the amount of the Stock Fund’s obligation pursuant to an OTC option sold by the Stock Fund (the cost of the sell-back plus the in-the-money amount, if any) or the value of the assets held to cover such options will be deemed illiquid.
If a Stock Fund sells a call option, the premium that it receives may serve as a partial hedge, to the extent of the option premium, against a decrease in the value of the underlying securities or instruments held by the Stock Fund or will increase the Stock Fund’s income. Similarly, the sale of put options can also provide gains for a Stock Fund.
Each Stock Fund may purchase and sell call options on securities that are traded on U.S. and foreign securities exchanges and in the OTC markets, and on securities indexes, currencies, and futures contracts. All calls sold by a Stock Fund must be “covered” (that is, the Stock Fund must own the securities or futures contract subject to the call), or must otherwise meet the asset segregation requirements described below for so long as the call is outstanding. Even though a Stock Fund will receive the option premium to help protect it against loss, a call sold by the Stock Fund will expose the Stock Fund during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or instrument and may require the Stock Fund to hold a security or instrument that it might otherwise have sold.
Each Stock Fund reserves the right to purchase or sell options on instruments and indexes that may be developed in the future to the extent consistent with applicable law, the Stock Fund’s investment objective, and the restrictions set forth herein.

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Each Stock Fund may purchase and sell put options on securities (whether or not it holds the securities in its portfolio) and on securities indexes, currencies, and futures contracts. In selling put options, a Stock Fund faces the risk that it may be required to buy the underlying security at a disadvantageous price above the market price.
(a) OPTIONS ON STOCKS AND STOCK INDEXES. Each Stock Fund may purchase put and call options and write covered put and call options on stocks and stock indexes listed on domestic and foreign securities exchanges in order to hedge against movements in the equity markets or to increase income or gain to the Stock Fund. In addition, each Stock Fund may purchase options on stocks that are traded over-the-counter. Options on stock indexes are similar to options on specific securities. However, because options on stock indexes do not involve the delivery of an underlying security, the option represents the holder’s right to obtain from the writer cash in an amount equal to a fixed multiple of the amount by which the exercise price exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying stock index on the exercise date. Options traded may include the Standard & Poor’s 100 Index of Composite Stocks, Standard & Poor’s 500 Index of Composite Stocks (the “S&P 500 Index”), the New York Stock Exchange (“NYSE”) Composite Index, the American Stock Exchange (“AMEX”) Market Value Index, the National Over-the-Counter Index, and other standard broadly based stock market indexes. Options are also traded in certain industry or market segment indexes such as the Computer Technology Index and the Transportation Index. Stock index options are subject to position and exercise limits and other regulations imposed by the exchange on which they are traded.
If the Submanager expects general stock market prices to rise, a Stock Fund might purchase a call option on a stock index or a futures contract on that index as a hedge against an increase in prices of particular equity securities it wants ultimately to buy. If the stock index does rise, the price of the particular equity securities intended to be purchased may also increase, but that increase would be offset in part by the increase in the value of the Stock Fund’s index option or futures contract resulting from the increase in the index. If, on the other hand, the Submanager expects general stock market prices to decline, it might purchase a put option or sell a futures contract on the index. If that index does decline, the value of some or all of the equity securities in the Stock Fund’s portfolio may also be expected to decline, but that decrease would be offset in part by the increase in the value of the Stock Fund’s position in such put option or futures contract.
(b) OPTIONS ON CURRENCIES. Each Stock Fund may invest in options on currencies traded on domestic and foreign securities exchanges in order to hedge against currency exchange rate risks or to increase income or gain, as described above in “Currency Transactions.”
(c) OPTIONS ON FUTURES CONTRACTS. Each Stock Fund may purchase put and call options and write covered put and call options on futures contracts on stock indexes, and currencies traded on domestic and, to the extent permitted by the CFTC, foreign exchanges, in order to hedge all or a portion of its investments or to increase income or gain and may enter into closing transactions in order to terminate existing positions. There is no guarantee that such closing transactions can be effected. An option on a stock index futures contract or currency futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying contract at a specified exercise price at any time on or before the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account. The potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction costs). While the price of the option is fixed at the point of sale, the value of the option does change daily and the change would be reflected in the net asset value of the Stock Fund.

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The purchase of an option on a financial futures contract involves payment of a premium for the option without any further obligation on the part of a Stock Fund. If a Stock Fund exercises an option on a futures contract it will be obligated to post initial margin (and potentially variation margin) for the resulting futures position just as it would for any futures position. Futures contracts and options thereon are generally settled by entering into an offsetting transaction, but no assurance can be given that a position can be offset prior to settlement or that delivery will occur.
EXCHANGE-TRADED FUNDS. Each Stock Fund may purchase shares of exchange-traded funds (ETFs). Typically, a Stock Fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.
Most ETFs are investment companies. Therefore, a Stock Fund’s purchases of ETF shares generally are subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described below under the heading “Investment Company Securities.”
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF’s shares may trade at a discount to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of marketwide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.
Domini applies its social and environmental standards to an ETF when determining if the ETF is eligible for investment by a Fund.
EQUITY SWAPS AND RELATED TRANSACTIONS. Each Stock Fund may enter into equity swaps and may purchase or sell (i.e., write) equity caps, floors, and collars. Each Stock Fund expects to enter into these transactions in order to hedge against either a decline in the value of the securities included in the Stock Fund’s portfolio or against an increase in the price of the securities that it plans to purchase, in order to preserve or maintain a return or spread on a particular investment or portion of its portfolio or to achieve a particular return on cash balances, or in order to increase income or gain. Equity swaps involve the exchange by a Stock Fund with another party of their respective commitments to make or receive payments based on a notional principal amount. The purchase of an equity cap entitles the purchaser, to the extent that a specified index exceeds a predetermined level, to receive payments on a contractually based principal amount from the party selling the equity cap. The purchase of an equity floor entitles the purchaser, to the extent that a specified index falls below a predetermined rate, to receive payments on a contractually based principal amount from the party selling the equity floor. A collar is a combination of a cap and a floor, which preserves a certain return within a predetermined range of values.

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Each Stock Fund may enter into equity swaps, caps, floors, and collars on either an asset-based or liability-based basis, depending on whether it is hedging its assets or its liabilities, and will usually enter into equity swaps on a net basis (i.e., the two payment streams are netted out), with the Stock Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of the Stock Fund’s obligations over its entitlements with respect to each equity swap will be accrued on a daily basis, and an amount of liquid assets having an aggregate net asset value at least equal to the accrued excess will be maintained in a segregated account by the Stock Fund’s custodian in accordance with procedures established by the Board. If a Stock Fund enters into an equity swap on other than a net basis, the Stock Fund will maintain a segregated account in the full amount accrued on a daily basis of the Stock Fund’s obligations with respect to the swap. A Stock Fund will only enter into equity swap, cap, floor, or collar transactions with counterparties the Submanager deems to be creditworthy. The Submanager will monitor the creditworthiness of counterparties to its equity swap, cap, floor, and collar transactions on an ongoing basis. If there is a default by the other party to such a transaction, the Stock Fund will have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and agents utilizing standardized swap documentation. The Submanager has determined that, as a result, the swap market is liquid. Caps, floors, and collars are more recent innovations for which standardized documentation has not yet been developed and, accordingly, they are less liquid than swaps. To the extent a Stock Fund sells caps, floors, and collars it will maintain in a segregated account cash and/or cash equivalents or other liquid high-grade debt securities having an aggregate net asset value at least equal to the full amount, accrued on a daily basis, of the Stock Fund’s obligations with respect to the caps, floors, or collars. The use of equity swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Submanager is incorrect in its forecasts of market values, interest rates, and other applicable factors, the investment performance of a Stock Fund would diminish compared with what it would have been if these investment techniques were not utilized. Moreover, even if the Submanager is correct in its forecasts, there is a risk that the swap position may correlate imperfectly with the price of the asset or liability being hedged.
The liquidity of swap agreements will be determined by the Submanager based on various factors, including (1) the frequency of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, (4) the nature of the security (including any demand or tender features), and (5) the nature of the marketplace for trades (including the ability to assign or offset a Stock Fund’s rights and obligations relating to the investment). Such determination will govern whether a swap will be deemed within the percentage restriction on investments in securities that are not readily marketable.
Each Stock Fund will maintain liquid assets in a segregated custodial account to cover its current obligations under swap agreements. If a Stock Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Stock Fund’s accrued obligations under the swap agreement over the accrued amount the Stock Fund is entitled to receive under the agreement. If a Stock Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Stock Fund’s accrued obligations under the agreement. See “Use of Segregated and Other Special Accounts” below.

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There is no limit on the amount of equity swap transactions that may be entered into by a Stock Fund. These transactions do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to equity swaps is limited to the net amount of payments that a Stock Fund is contractually obligated to make, if any. The effective use of swaps and related transactions by a Stock Fund may depend, among other things, on the Stock Fund’s ability to terminate the transactions at times when the Submanager deems it desirable to do so. Because swaps and related transactions are bilateral contractual arrangements between a Stock Fund and counterparties to the transactions, the Stock Fund’s ability to terminate such an arrangement may be considerably more limited than in the case of an exchange-traded instrument. To the extent a Stock Fund does not, or cannot, terminate such a transaction in a timely manner, the Stock Fund may suffer a loss in excess of any amounts that it may have received, or expected to receive, as a result of entering into the transaction. If the other party to a swap defaults, the Stock Fund’s risk of loss is the net amount of payments that the Stock Fund contractually is entitled to receive, if any. A Stock Fund may purchase and sell caps, floors, and collars without limitation, subject to the segregated account requirement described above.
INDEXED SECURITIES. Each Stock Fund may purchase securities whose prices are indexed to the prices of other securities, securities indexes, currencies, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic. Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities of equivalent issuers. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign currency-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.
COMBINED TRANSACTIONS. Each Stock Fund may enter into multiple transactions, including multiple options transactions, multiple futures transactions, multiple currency transactions (including forward currency contracts), and any combination of futures, options, and currency transactions, instead of a single Derivative, as part of a single or combined strategy when, in the judgment of the Submanager, it is in the best interests of the Stock Fund to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions will normally be entered into by a Stock Fund based on the Submanager’s judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase the risks or hinder achievement of the Stock Fund’s objective.
RISK FACTORS ASSOCIATED WITH DERIVATIVES. Derivatives have special risks associated with them, including possible default by the counterparty to the transaction, illiquidity, and, to the extent the Submanager’s view as to certain market movements is incorrect, the risk that the use of the Derivatives could result in losses greater than if they had not been used. Use of put and call options could result in losses to a Stock Fund, force the sale or purchase of portfolio securities at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, or cause the Stock Fund to hold a security it might otherwise sell.

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The use of futures and options transactions entails certain special risks. In particular, the variable degree of correlation between price movements of futures contracts and price movements in the related securities position of a Stock Fund could create the possibility that losses on the hedging instrument are greater than gains in the value of the Stock Fund’s position. In addition, futures and options markets could be illiquid in some circumstances and certain OTC options could have no markets. As a result, in certain markets, a Stock Fund might not be able to close out a transaction without incurring substantial losses. Although a Stock Fund’s use of futures and options transactions for hedging should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time it will tend to limit any potential gain to the Stock Fund that might result from an increase in value of the position. There is also the risk of loss by a Stock Fund of margin deposits in the event of bankruptcy of a broker with whom the Stock Fund has an open position in a futures contract or option thereon. Finally, the daily variation margin requirements for futures contracts create a greater ongoing potential financial risk than would purchases of options, in which case the exposure is limited to the cost of the initial premium. However, because option premiums paid by a Stock Fund are small in relation to the market value of the investments underlying the options, buying options can result in large amounts of leverage. The leverage offered by trading in options could cause the Stock Fund’s net asset value to be subject to more frequent and wider fluctuation than would be the case if the Stock Fund did not invest in options.
As is the case with futures and options strategies, the effective use of swaps and related transactions by a Stock Fund may depend, among other things, on the Stock Fund’s ability to terminate the transactions at times when the Submanager deems it desirable to do so. To the extent a Stock Fund does not, or cannot, terminate such a transaction in a timely manner, the Stock Fund may suffer a loss in excess of any amounts that it may have received, or expected to receive, as a result of entering into the transaction.
Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to a Stock Fund if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Further, the risk exists that the perceived linkage between various currencies may not be present or may not be present during the particular time that a Stock Fund is engaging in proxy hedging. Currency transactions are also subject to risks different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions on repatriation of currency, and manipulations or exchange restrictions imposed by governments. These forms of governmental actions can result in losses to a Stock Fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures contracts are subject to the same risks that apply to the use of futures contracts generally. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures contracts is relatively new, and the ability to establish and close out positions on these options is subject to the maintenance of a liquid market that may not always be available. Currency exchange rates may fluctuate based on factors extrinsic to that country’s economy.

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Because the amount of interest and/or principal payments that the issuer of indexed securities is obligated to make is linked to the prices of other securities, securities indexes, currencies, or other financial indicators, such payments may be significantly greater or less than payment obligations in respect of other types of debt securities. As a result, an investment in indexed securities may be considered speculative. Moreover, the performance of indexed securities depends to a great extent on the performance of and may be more volatile than the security, currency, or other instrument to which they are indexed, and may also be influenced by interest rate changes in the United States and abroad. At the same time, indexed securities are subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer’s creditworthiness deteriorates.
Losses resulting from the use of Derivatives will reduce a Stock Fund’s net asset value, and possibly income, and the losses can be greater than if Derivatives had not been used.
USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS. Use of many Derivatives by a Stock Fund will require, among other things, that the Stock Fund segregate liquid assets with its custodian, or a designated subcustodian, to the extent the Stock Fund’s obligations are not otherwise “covered” through ownership of the underlying security, financial instrument, or currency. In general, either the full amount of any obligation by a Stock Fund to pay or deliver securities or assets must be covered at all times by the securities, instruments, or currency required to be delivered, or, subject to any regulatory restrictions, an amount of liquid assets at least equal to the current amount of the obligation must be segregated with the custodian or subcustodian in accordance with procedures established by the Board. The segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them. A call option on securities written by a Stock Fund, for example, will require the Stock Fund to hold the securities subject to the call (or securities convertible into the needed securities without additional consideration) or to segregate liquid assets sufficient to purchase and deliver the securities if the call is exercised. A call option sold by a Stock Fund on an index will require the Stock Fund to own portfolio securities that correlate with the index or to segregate liquid assets equal to the excess of the index value over the exercise price on a current basis. A put option on securities written by a Stock Fund will require the Stock Fund to segregate liquid assets equal to the exercise price. A currency contract that obligates a Stock Fund to buy or sell a foreign currency will generally require the Stock Fund to hold and segregate the amount of that currency, liquid assets denominated in that currency, or other liquid assets equal to the Stock Fund’s obligations in respect of that contract.
OTC options entered into by a Stock Fund, including those on securities, currency, financial instruments, or indexes, and OCC-issued and exchange-listed index options will generally provide for cash settlement, although the Stock Fund will not be required to do so. As a result, when the Stock Fund sells these instruments it will segregate an amount of assets equal to its obligations under the options. OCC-issued and exchange-listed options sold by a Stock Fund other than those described above generally settle with physical delivery, and the Stock Fund will segregate an amount of assets equal to the full value of the option. OTC options settling with physical delivery or with an election of either physical delivery or cash settlement will be treated the same as other options settling with physical delivery. If a Stock Fund enters into OTC option transactions, it will be subject to counterparty risk.
In the case of a futures contract or an option on a futures contract, a Stock Fund must deposit initial margin and, in some instances, daily variation margin in addition to segregating liquid assets sufficient to meet its obligations to purchase or provide securities or currencies, or to pay the amount owed at the expiration of an index-based futures contract. A Stock Fund will accrue the net amount of the excess, if any, of its obligations relating to swaps over its entitlements with respect to each swap on a daily basis and will segregate with its custodian, or designated subcustodian, an amount of liquid assets having an aggregate value equal to at least the accrued excess. Caps, floors, and collars require segregation of liquid assets with a value equal to the Stock Fund’s net obligation, if any.

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Derivatives may be covered by means other than those described above when consistent with applicable regulatory policies. A Stock Fund may also enter into offsetting transactions so that its combined position, coupled with any segregated assets, equals its net outstanding obligation in related Derivatives. A Stock Fund could purchase a put option, for example, if the strike price of that option is the same or higher than the strike price of a put option sold by the Stock Fund. Moreover, instead of segregating assets if it holds a futures contract or forward contract, a Stock Fund could purchase a put option on the same futures contract or forward contract with a strike price as high as or higher than the price of the contract held. Other Derivatives may also be offset in combinations. If the offsetting transaction terminates at the time of or after the primary transaction, no segregation is required, but if it terminates prior to that time, assets equal to any remaining obligation would need to be segregated.
NON-REGIONAL SECURITIES
To gain broader exposure to certain sectors or industries, each Stock Fund may invest in securities of issuers based outside of the region in which the Fund primarily invests. See “Foreign Securities and Foreign Issuers” for a discussion of risks associated with these types of investments.
Investors should note that a Stock Fund’s ability to pursue certain of these strategies may be limited by applicable regulations of the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), and the federal income tax requirements applicable to regulated investment companies.
EUROPEAN EQUITY FUND, EUROPEAN PACASIA EQUITY FUND, AND PACASIA FUND (EACH AN “INTERNATIONAL STOCK FUND” AND COLLECTIVELY THE “INTERNATIONAL STOCK FUNDS”)
Foreign Securities and Foreign Issuers
Investing in the securities of foreign issuers involves special considerations that are not typically associated with investing in the securities of U.S. issuers. Investments in securities of foreign issuers may involve risks arising from differences between U.S. and foreign securities markets, including less volume, much greater price volatility in and illiquidity of certain foreign securities markets, greater difficulty in determining the fair value of securities, different trading and settlement practices, and less governmental supervision and regulation, from changes in currency exchange rates, from high and volatile rates of inflation, from economic, social, and political conditions such as wars, terrorism, civil unrest, and uprisings, and from fluctuating interest rates.
There may be less publicly available information about a foreign issuer than about a U.S. issuer, and foreign issuers may not be subject to the same accounting, auditing, and financial recordkeeping standards and requirements as U.S. issuers. In particular, the assets and profits appearing on the financial statements of a foreign issuer may not reflect its financial position or results of operations in the way they would be reflected had the financial statements been prepared in accordance with U.S. generally accepted accounting principles. In addition, for an issuer that keeps accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the issuer’s balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of those issuers and securities markets. Finally, in the event of a default in any such foreign obligations, it may be more difficult for an International Stock Fund to obtain or enforce a judgment against the issuers of such obligations.

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Other investment risks include the possible imposition of foreign withholding taxes on certain amounts of an International Stock Fund’s income, the possible seizure or nationalization of foreign assets, and the possible establishment of exchange controls, expropriation, confiscatory taxation, other foreign governmental laws or restrictions that might affect adversely payments due on securities held by an International Stock Fund, the lack of extensive operating experience of eligible foreign subcustodians, and legal limitations on the ability of an International Stock Fund to recover assets held in custody by a foreign subcustodian in the event of the subcustodian’s bankruptcy.
In some countries, banks or other financial institutions may constitute a substantial number of the leading companies or companies with the most actively traded securities. The 1940 Act limits a fund’s ability to invest in any equity security of an issuer that, in its most recent fiscal year, derived more than 15% of its revenues from “securities related activities,” as defined by the rules thereunder. These provisions may also restrict an International Stock Fund’s investments in certain foreign banks and other financial institutions.
There generally is less governmental supervision and regulation of exchanges, brokers, and issuers in foreign countries than there is in the United States. For example, there may be no comparable provisions under certain foreign laws to insider trading and similar investor protection securities laws that apply with respect to securities transactions consummated in the United States. Further, brokerage commissions and other transaction costs on foreign securities exchanges generally are higher than in the United States.
Foreign markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have failed to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, satisfactory custodial services for investment securities may not be available in some countries having smaller, emerging capital markets, which may result in an International Stock Fund incurring additional costs and delays in transporting such securities outside such countries. Delays in settlement or other problems could result in periods when assets of an International Stock Fund are uninvested and no return is earned thereon. The inability of an International Stock Fund to make intended security purchases due to settlement problems or the risk of intermediary counterparty failures could cause the International Stock Fund to forego attractive investment opportunities. The inability to dispose of a portfolio security due to settlement problems could result either in losses to an International Stock Fund due to subsequent declines in the value of such portfolio security or, if the International Stock Fund has entered into a contract to sell the security, could result in possible liability to the purchaser.
Rules adopted under the 1940 Act permit an International Stock Fund to maintain its foreign securities and cash in the custody of certain eligible non-U.S. banks and securities depositories. Certain banks in foreign countries may not be “eligible subcustodians,” as defined in the 1940 Act, for the International Stock Funds, in which event the International Stock Funds may be precluded from purchasing securities in certain foreign countries in which it otherwise would invest or where such purchase may result in the International Stock Funds’ incurring additional costs and delays in providing transportation and custody services for such securities outside such countries. An International Stock Fund may encounter difficulties in effecting on a timely basis portfolio transactions with respect to any securities of issuers held outside their countries. Other banks that are eligible foreign subcustodians may be recently organized or otherwise lack extensive operating experience. In addition, in certain countries there may be legal restrictions or limitations on the ability of an International Stock Fund to recover assets held in custody by foreign subcustodians in the event of the bankruptcy of the subcustodian.

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Certain of the risks associated with international investments and investing in smaller capital markets are heightened for investments in emerging market countries. For example, some of the currencies of emerging market countries have experienced devaluation relative to the U.S. dollar, and major adjustments have been made periodically in certain of such currencies. Certain of such countries face serious exchange constraints. In addition, governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, the government owns or controls many companies. Accordingly, government actions in the future could have a significant effect on economic conditions in developing countries that could affect private sector companies and consequently the value of certain securities held in an International Stock Fund’s portfolio.
Investment in certain emerging market securities is restricted or controlled to varying degrees that may at times limit or preclude investment in certain emerging market securities and increase the costs and expenses of an International Stock Fund. Certain emerging market countries require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than other classes, restrict investment opportunities in issuers in industries deemed important to national interests, and/or impose additional taxes on foreign investors.
The manner in which foreign investors may invest in companies in certain emerging market countries, as well as limitations on such investments, also may have an adverse impact on the operations of an International Stock Fund. For example, an International Stock Fund may be required in some countries to invest initially through a local broker or other entity and then have the shares purchased re-registered in the name of the International Stock Fund. Re-registration may in some instances not occur on a timely basis, resulting in a delay during which an International Stock Fund may be denied certain of its rights as an investor.
Certain emerging market countries may require governmental approval for the repatriation of investment income, capital, or the proceeds of sales of securities by foreign investors that could adversely affect an International Stock Fund. In addition, if deterioration occurs in the country’s balance of payments, it could impose temporary restrictions on foreign capital remittances. Investing in local markets in emerging market countries may require an International Stock Fund to adopt special procedures, seek local government approvals, or take other actions, each of which may involve additional costs to the International Stock Fund.
With respect to investments in certain emerging market countries, different legal standards may have an adverse impact on an International Stock Fund. For example, while the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation is generally limited to the amount of the shareholder’s investment, the notion of limited liability is less clear in certain emerging market countries. Similarly, the rights of investors in emerging market companies may be more limited than those of shareholders of U.S. corporations.
Certain markets are in only the earliest stages of development. There is also a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Many of such markets also may be affected by developments with respect to more established markets in the region. Brokers in emerging market countries typically are fewer in number and less capitalized than brokers in the United States. These factors, combined with the U.S. regulatory requirements for open-end investment companies and the restrictions on foreign investment, result in potentially fewer investment opportunities for an International Stock Fund and may have an adverse impact on the investment performance of an International Stock Fund.

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Supranational Obligations
Supranational entities include international organizations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies. Examples include the World Bank, the European Investment Bank, the European Bank for Reconstruction and Development, the Asian Development Bank, and the Inter-American Development Bank. Supranational issued instruments may be denominated in multinational currency units. Obligations of the World Bank and certain other supranational organizations are supported by subscribed but unpaid commitments of member countries. There is no assurance that these commitments will be undertaken or complied with in the future.
Depository Receipts
Securities of foreign issuers may be purchased directly or through depository receipts, such as American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”), and Global Depository Receipts (“GDRs”), or other securities representing underlying shares of foreign companies. Generally, ADRs, in registered form, are designed for use in U.S. securities markets and EDRs and GDRs, in bearer form, are designed for use in European and global securities markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities. EDRs and GDRs are European and global receipts, respectively, evidencing a similar arrangement.
ADRs, EDRs, and GDRs are issued through “sponsored” or “unsponsored” arrangements. In a sponsored arrangement, the foreign issuer assumes the obligation to pay some or all of the depository’s transaction fees, whereas under an unsponsored arrangement, the foreign issuer assumes no obligation and the depository’s transaction fees are paid by the holders. In addition, less information is generally available in the United States about the issuer of an unsponsored depository receipt as it is for the issuer of a sponsored depository receipt.
RISKS OF DERIVATIVES OUTSIDE THE UNITED STATES. When conducted outside the United States, Derivatives transactions may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and will be subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities, currencies, and other instruments. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon, may be affected by any variance in the foreign exchange rate between the time an order is placed and the time it is liquidated, offset, or exercised. The value of positions taken as part of non-U.S. Derivatives also could be adversely affected by: (1) other complex foreign political, legal, and economic factors, (2) lesser availability of data on which to make trading decisions than in the United States, (3) delays in the International Stock Fund’s ability to act upon economic events occurring in foreign markets during nonbusiness hours in the United States, (4) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (5) lower trading volume and liquidity.

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BOND FUND
Bank Obligations
          The Bond Fund may invest in bank obligations, including the following:
  o   Certificates of deposit, which are negotiable interest-bearing instruments with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds and normally can be traded in the secondary market prior to maturity.
 
  o   Time deposits (including Eurodollar time deposits), which are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Time deposits earn a specified rate of interest over a definite period of time, but cannot be traded in the secondary market. Time deposits with a withdrawal penalty are considered to be illiquid securities.
 
  o   Bankers’ acceptances, which are bills of exchange or time drafts drawn on and accepted by a commercial bank. They are used by corporations to finance the shipment and storage of goods and to furnish dollar exchange. Maturities are generally six months or less.
 
  o   Other short-term debt obligations.
The Bond Fund’s investments in bank obligations are particularly susceptible to adverse events in the banking industry. Banks are highly regulated. Decisions by regulators may limit the loans banks make and the interest rates and fees they charge, and may reduce bank profitability. Banks also depend on being able to obtain funds at reasonable costs to finance their lending operations. This makes them sensitive to changes in money market and general economic conditions. When a bank’s borrowers get in financial trouble, their failure to repay the bank will also negatively affect the bank’s financial situation.
Bank obligations may be issued by domestic banks, foreign subsidiaries, or foreign branches of domestic banks, domestic and foreign branches of foreign banks, domestic savings and loan associations, and other banking institutions.
Commercial Paper
The Bond Fund may invest in commercial paper, which is unsecured debt of corporations usually maturing in 270 days or less from its date of issuance.
Variable Rate Obligations
Unlike most bonds, which pay a fixed rate of interest, variable rate debt obligations pay interest at rates that change based on market interest rates. Interest rates on variable rate obligations may move in the same or in the opposite direction as market interest rates and may increase or decrease based on a multiple of the change in a market interest rate. These obligations tend to be highly sensitive to interest rate movements.
Mortgage-backed Securities
The Bond Fund may invest in mortgage-backed securities, which are securities representing interests in pools of mortgage loans. Interests in pools of mortgage-related securities differ from other forms of debt instruments, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by prepayments of principal resulting from the sale, refinancing, or foreclosure of the underlying property, net of fees or costs that may be incurred. The market value and interest yield of these instruments can vary due to market interest rate fluctuations and early prepayments of underlying mortgages.

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The principal governmental issuers or guarantors of mortgage-backed securities are the Government National Mortgage Association (“Ginnie Mae”), Fannie Mae (formerly the Federal National Mortgage Association) (“Fannie Mae”), and Freddie Mac (formerly the Federal Home Loan Mortgage Corporation) (“Freddie Mac”). Obligations of Ginnie Mae are backed by the full faith and credit of the U.S. government while obligations of Fannie Mae and Freddie Mac are supported by the respective agency only. Although the U.S. government has provided financial support to Fannie Mae and Freddie Mac there can be no assurance that it will support these or other government-sponsored enterprises in the future.
A portion of the Bond Fund’s assets may be invested in collateralized mortgage obligations (“CMOs”), which are debt obligations collateralized by mortgage loans or mortgage pass-through securities. Typically, CMOs are collateralized by certificates issued by Ginnie Mae, Fannie Mae, or Freddie Mac but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral collectively hereinafter referred to as “Mortgage Assets”). The Bond Fund may also invest a portion of its assets in multi-class pass-through securities, which are interests in a trust composed of Mortgage Assets. CMOs (which include multi-class pass-through securities) may be issued by agencies, authorities, or instrumentalities of the U.S. government or by private originators of or investors in mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose subsidiaries of the foregoing. Payments of principal of and interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds to pay debt service on the CMOs or make scheduled distributions on the multi-class pass-through securities. In a CMO, a series of bonds or certificates is usually issued in multiple classes with different maturities. The class of CMO, often referred to as a “tranche,” is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly, or semiannual basis. The principal of and interest on the Mortgage Assets may be allocated among the several classes of a series of a CMO in various ways. In a common structure, payments of principal, including any principal prepayments, on the Mortgage Assets are applied to the classes of the series of a CMO in the order of their respective stated maturities or final distribution dates, so that no payment of principal will be made on any class of CMOs until all other classes having an earlier stated maturity or final distribution date have been paid in full.
The Bond Fund also may invest in real estate mortgage investment conduits (“REMICs”). REMICs, which were authorized under the Tax Reform Act of 1986, are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities.
Even if the U.S. government or one of its agencies guarantees principal and interest payments of a mortgage-backed security, the market price of a mortgage-backed security is not insured and may be subject to market volatility. When interest rates decline, mortgage-backed securities experience higher rates of prepayment because the underlying mortgages are refinanced to take advantage of the lower rates. The prices of mortgage-backed securities may not increase as much as prices of other debt obligations when interest rates decline, and mortgage-backed securities may not be an effective means of locking in a particular interest rate. In addition, any premium paid for a mortgage-backed security may be lost when it is prepaid. When interest rates go up, mortgage-backed securities experience lower rates of prepayment. This has the effect of lengthening the expected maturity of a mortgage-backed security. This particular risk, referred to as “maturity extension risk,” may effectively convert a security that was considered short- or intermediate-term at the time of purchase into a long-term security. The prices of long-term securities generally fluctuate more widely than short- or intermediate-term securities in response to changes in interest rates. Thus, rising interest rates would not only likely decrease the value of the Bond Fund’s fixed-income securities, but would also increase the inherent volatility of the Fund by effectively converting short-term debt instruments into long-term debt instruments. As a result, prices of mortgage-backed securities may decrease more than prices of other debt obligations when interest rates go up.

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Corporate Asset-backed Securities
The Bond Fund may invest in corporate asset-backed securities. These securities, issued by trusts and special purpose corporations, are backed by a pool of assets, such as credit card and automobile loan receivables, representing the obligations of a number of different parties.
Corporate asset-backed securities present certain risks. For instance, in the case of credit card receivables, these securities may not have the benefit of any security interest in the related collateral. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. The underlying assets (e.g., loans) are also subject to prepayments that shorten the securities’ weighted average life and may lower their return.
Corporate asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support that fall into two categories: (a) liquidity protection and (b) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default ensures payment through insurance policies or letters of credit obtained by the issuer or sponsor from third parties. The degree of credit support provided for each issue is generally based on historical information regarding the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.
Mortgage “Dollar Rolls”
The Bond Fund may enter into mortgage dollar roll transactions. In these transactions, the Bond Fund sells mortgage-backed securities for delivery in the future and at the same time contracts to repurchase substantially similar securities on a specified future date. During the roll period, the Bond Fund does not receive principal and interest paid on the mortgage-backed securities. The Bond Fund is compensated for the lost principal and interest by the difference between the current sales price and the lower price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. The Bond Fund may also be compensated by receipt of a commitment fee. However, the Bond Fund takes the risk that the market price of the mortgage-backed security may drop below the future purchase price. When the Bond Fund uses a mortgage dollar roll, it is also subject to the risk that the other party to the agreement will not be able to perform. The Bond Fund will invest only in covered rolls, which are specific types of dollar rolls for which the Bond Fund establishes a segregated account with liquid high-grade debt instruments equal in value to the securities subject to repurchase by the Fund.

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Securities Rated Baa or Bbb
The Bond Fund may purchase securities rated Baa by Moody’s Investors Service, Inc. (“Moody’s”) or BBB by S&P and securities of comparable quality. A description of the ratings applied by Moody’s and S&P is included in Appendix A. These securities may have poor protection of payment of principal and interest. These securities are often considered to be speculative and involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than securities assigned a higher quality rating. The market prices of these securities may go up and down more than higher-rated securities and may go down significantly in periods of general economic difficulty that may follow periods of rising interest rates.
Call Features
Certain securities held by the Bond Fund may permit the issuer at its option to “call,” or redeem, its securities. If an issuer were to redeem securities held by the Bond Fund during a time of declining interest rates, the Bond Fund may have to reinvest that money at the lower prevailing interest rates.
ZERO COUPON BONDS, DEFERRED INTEREST BONDS, AND PIK BONDS
The Bond Fund may invest in debt obligations called zero coupon bonds, deferred interest bonds, and payment-in-kind (“PIK”) bonds. Zero coupon bonds do not pay any interest. Instead, zero coupon bonds are issued at a significant discount from the value the Bond Fund expects to receive upon maturity. Deferred interest bonds are similar to zero coupon bonds except that they begin to pay interest after some delay. Although PIK bonds may pay interest in cash, they also are similar to zero coupon bonds or deferred interest bonds because the issuer has the option to make interest payments in additional debt obligations rather than cash. Because these bonds may not pay interest at regular intervals, changes in interest rates affect the value of zero coupon, deferred interest, and PIK bonds more than debt obligations that pay regular interest, and the credit risk of these bonds tends to be greater than the credit risk of debt obligations that pay regular interest. Even though zero coupon, deferred interest, and PIK bonds may not make payments of interest until maturity or until after a delay, the Bond Fund is required to accrue interest income on such investments and to distribute such amounts at least annually to shareholders. Thus, it may be necessary at times for the Bond Fund to sell investments in order to make these distribution payments.
Stripped Securities
The Bond Fund may invest in stripped securities, such as interest-only strips (called IOs), which may receive only interest payments, and other types of stripped securities, such as principal-only strips (called POs), which may receive only principal payments. Stripped securities are more sensitive to changes in interest rates than are certain other debt instruments. The value of IOs generally will decrease as interest rates increase. As interest rates decrease, the Bond Fund’s investments in IOs may be adversely affected by a rapid rate of principal payments (including prepayments) on the underlying securities. A rapid rate of principal payments (including prepayments) may cause an IO to mature before the Bond Fund recovers its initial investment in the security. Conversely, if interest rates increase, the Bond Fund’s investments in POs may be adversely affected by a lower than expected rate of principal payments (including prepayments) on the underlying securities. A lower rate of principal payments (including prepayments) effectively extends the maturity of a PO.

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Swaps and Related Investments
The Bond Fund may use swaps, caps, collars, and floors to hedge against a change in interest rates or other rates that could affect the value of securities in its portfolio. Interest rate swaps involve the exchange by the Bond Fund with another party of their respective commitments to pay or receive interest. An equity swap is an agreement to exchange cash flows on a principal amount based on changes in the values of the reference index. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the counterparty. For example, the purchase of an interest rate cap entitles the buyer, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a contractually based principal amount from the counterparty selling such interest rate cap. The sale of an interest rate floor obligates the seller to make payments to the extent that a specified interest rate falls below an agreed-upon level. A collar arrangement combines elements of buying a cap and selling a floor.
The Bond Fund will maintain liquid assets with its custodian or otherwise cover its current obligations under swap transactions in accordance with current regulations and policies applicable to the Fund.
The most significant factor in the performance of swaps, caps, floors, and collars is the change in the specific interest rate, equity, or other factor that determines the amount of payments to be made under the arrangement. If the Manager or the Bond Fund Submanager is incorrect in its forecasts of such factors, the investment performance of the Bond Fund will be less than what it would have been if these investment techniques had not been used. If a swap agreement calls for payments by the Bond Fund, the Bond Fund must be prepared to make such payments when due. The Bond Fund will not enter into any swap unless the Manager or the Bond Fund Submanager deems the counterparty to be creditworthy. If the counterparty’s creditworthiness declines, the value of the swap agreement would be likely to decline, potentially resulting in losses. If the counterparty defaults, the Bond Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive. The Bond Fund anticipates that it will be able to eliminate or reduce its exposure under these arrangements by assignment or other disposition or by entering into an offsetting agreement with the same or another counterparty.
Swap agreements are subject to the Bond Fund’s overall limit that not more than 15% of its net assets may be invested in illiquid securities.
Structured Notes and Indexed Securities
The Bond Fund may invest in structured notes and indexed securities. A structured note is a debt security with its interest rate or principal determined by reference to changes in the value of specific currencies, interest rates, commodities, indexes, or other financial indicators, or the relative change in two or more financial indicators. Indexed securities include structured notes as well as securities other than debt instruments, with their interest rates or principal determined by one or more financial indicators.
Structured notes and indexed securities may be more volatile, less liquid, and more difficult to accurately price than less complex fixed-income investments. These securities generally expose the Bond Fund to credit risks equal to that of the underlying financial indicators. The interest rate or the principal amount payable upon maturity of a structured note or indexed security may go up or down depending on changes in the underlying indicators. Structured notes and indexed securities often are less liquid than other debt instruments because they are typically sold in private placement transactions with no active trading market.

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FORWARD COMMITMENTS OR PURCHASES ON A “WHEN-ISSUED” BASIS
The Bond Fund may invest its assets in forward commitments or commitments to purchase securities on a “when-issued” basis. Forward commitments or purchases of securities on a “when-issued” basis are transactions where the price of the securities is fixed at the time of the commitment and delivery and payment normally take place beyond conventional settlement time after the date of commitment to purchase. The Fund will make commitments to purchase obligations on a “when-issued” basis only with the intention of actually acquiring the securities, but may sell them before the settlement date. The “when-issued” securities are subject to market fluctuation, and no interest accrues on the security to the purchaser during this period. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the purchaser enters into the commitment. Purchasing obligations on a “when-issued” basis is a form of leveraging and can involve a risk that the yields available in the market when the delivery takes place may actually be higher than those obtained in the transaction itself. In that case, there could be an unrealized loss at the time of delivery.
While awaiting delivery of securities purchased on a “when-issued” basis, the Fund will establish a segregated account consisting of cash and liquid securities equal to the amount of the commitments to purchase securities on such basis. If the value of these assets declines, the Fund will place additional assets of the type described in the preceding sentence in the account on a daily basis so that the value of the assets in the account is equal to the amount of such commitments.
Futures Contracts
Subject to applicable laws, the Bond Fund may purchase and sell futures contracts based on various securities, securities indexes, and other financial instruments and indexes. The Fund intends to use futures contracts only for bona fide hedging purposes. Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specified security or financial instrument at a specified future time and at a specified price. A “sale” of a futures contract entails a contractual obligation to deliver the underlying securities or financial instruments called for by the contract, and a “purchase” of a futures contract entails a contractual obligation to acquire such securities or financial instruments, in each case in accordance with the terms of the contract. Futures contracts must be executed through a futures commission merchant, or brokerage firm, that is a member of an appropriate exchange designated as a “contract market” by the Commodity Futures Trading Commission (the “CFTC”).
When the Fund purchases or sells a futures contract, the Fund must allocate certain of its assets as an initial deposit on the contract. The initial deposit may be as low as approximately 5% or less of the value of the contract. The futures contract is marked to market daily thereafter, and the Fund may be required to pay or entitled to receive additional “variation margin,” based on decrease or increase in the value of the futures contract.
Futures contracts call for the actual delivery or acquisition of securities, or in the case of futures contracts based on indexes, the making or acceptance of a cash settlement at a specified future time; however, the contractual obligation is usually fulfilled before the date specified in the contract by closing out the futures contract position through the purchase or sale, on a commodities exchange, of an identical futures contract. Positions in futures contracts may be closed out only if a liquid secondary market for such contract is available, and there can be no assurance that such a liquid secondary market will exist for any particular futures contract.

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The Fund’s ability to hedge effectively through transactions in futures contracts depends on, among other factors, the Manager’s or the Submanager’s judgment as to the expected price movements in the securities or financial instruments underlying the futures contracts. In addition, it is possible in some circumstances that the Fund would have to sell securities from its portfolio to meet “variation margin” requirements at a time when it may be disadvantageous to do so.
Options on Futures Contracts
The Bond Fund may purchase and write options to buy or sell futures contracts in which the Fund may otherwise invest. These investment strategies may be used for hedging purposes.
An option on a futures contract provides the holder with the right to enter into a “long” position in the underlying futures contract, in the case of a call option, or a “short” position in the underlying futures contract, in the case of a put option, at a fixed exercise price up to a stated expiration date or, in the case of certain options, on such date. Upon exercise of the option by the holder, the contract market clearinghouse establishes a corresponding short position for the writer of the option, in the case of a call option, or a corresponding long position in the case of a put option. In the event that an option is exercised, the parties will be subject to all the risks associated with the trading of futures contracts, such as payment of initial and variation margin deposits. In addition, the writer of an option on a futures contract, unlike the holder, is subject to initial and variation margin requirements on the option position.
A position in an option on a futures contract may be terminated by the purchaser or seller prior to expiration by effecting a closing purchase or sale transaction, subject to the availability of a liquid secondary market, which is the purchase or sale of an option of the same series (i.e., the same exercise price and expiration date) as the option previously purchased or sold. The difference between the premiums paid and received represents the trader’s profit or loss on the transaction.
Options on futures contracts that are written or purchased by the Fund on U.S. exchanges are traded on the same contract market as the underlying futures contract, and, like futures contracts, are subject to regulation by the CFTC and the performance guarantee of the exchange clearinghouse. In addition, options on futures contracts may be traded on foreign exchanges.
The Fund may cover the writing of call options on futures contracts (a) through purchases of the underlying futures contract or (b) through the holding of a call on the same futures contract and in the same principal amount as the call written where the exercise price of the call held (i) is equal to or less than the exercise price of the call written or (ii) is greater than the exercise price of the call written if the difference is maintained by the Fund in cash or liquid securities in a segregated account. The Fund may cover the writing of put options on futures contracts (a) through sales of the underlying futures contract, (b) through segregation of cash or liquid securities in an amount equal to the value of the security underlying the futures contract, or (c) through the holding of a put on the same futures contract and in the same principal amount as the put written where the exercise price of the put held is equal to or greater than the exercise price of the put written or where the exercise price of the put held is less than the exercise price of the put written if the difference is maintained by the Fund in cash or liquid securities in a segregated account. Put and call options on futures contracts may also be covered in such other manner as may be in accordance with the rules of the exchange on which the option is traded and applicable laws and regulations. Upon the exercise of a call option on a futures contract written by the Fund, the Fund will be required to sell the underlying futures contract, which, if the Fund has covered its obligation through the purchase of such contract, will serve to liquidate its futures position. Similarly, where a put option on a futures contract written by the Fund is exercised, the Fund will be required to purchase the underlying futures contract, which, if the Fund has covered its obligation through the sale of such contract, will close out its futures position.

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The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the securities or financial instruments deliverable on exercise of the futures contract. The Fund will receive an option premium when it writes the call, and, if the price of the futures contract at expiration of the option is below the option exercise price, the Fund will retain the full amount of this option premium, which provides a partial hedge against any decline that may have occurred in the Fund’s security holdings. Similarly, the writing of a put option on a futures contract constitutes a partial hedge against increasing prices of the securities or financial instruments deliverable upon exercise of the futures contract. If the Fund writes an option on a futures contract and that option is exercised, the Fund may incur a loss, which loss will be reduced by the amount of the option premium received, less related transaction costs. The Fund’s ability to hedge effectively through transactions in options on futures contracts depends on, among other factors, the degree of correlation between changes in the value of securities or other financial instruments held by the Fund and changes in the value of its futures positions. This correlation cannot be expected to be exact, and the Fund bears a risk that the value of the futures contract being hedged will not move in the same amount, or even in the same direction, as the hedging instrument. Thus it may be possible for the Fund to incur a loss on both the hedging instrument and the futures contract being hedged.
The Fund may purchase options on futures contracts for hedging purposes instead of purchasing or selling the underlying futures contracts. For example, where a decrease in the value of portfolio securities is anticipated as a result of a projected marketwide decline or changes in interest or exchange rates, the Fund could, in lieu of selling futures contracts, purchase put options thereon. In the event that such decrease occurs, it may be offset, in whole or part, by a profit on the option. Conversely, where it is projected that the value of securities to be acquired by the Fund will increase prior to acquisition, due to a market advance or changes in interest or exchange rates, the Fund could purchase call options on futures contracts, rather than purchasing the underlying futures contracts.
Futures contracts and options on futures contracts may be entered into on U.S. exchanges regulated by the CFTC and on foreign exchanges. The securities underlying options and futures contracts traded by the Fund may include domestic as well as foreign securities, subject to the Fund’s investment objectives. Investors should recognize that transactions involving foreign securities or foreign currencies, and transactions entered into in foreign countries, may involve considerations and risks not typically associated with investing in U.S. markets.
GENERAL (INVESTMENT TECHNIQUES AND POLICIES APPLYING TO EACH FUND AS SPECIFIED BELOW)
Investment Company Securities
Securities of other investment companies may be acquired by each of the Funds to the extent permitted under the 1940 Act and consistent with its investment objective and strategies. These limits generally require that, as determined immediately after a purchase is made, (i) not more than 5% of the value of a Fund’s total assets will be invested in the securities of any one investment company, (ii) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group, and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund, provided, however, that a Fund may invest all of its investable assets in an open-end investment company that has the same investment objective as the Fund. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other fees that a Fund bears directly in connection with its own operations. The main risk of investing in other investment companies is the risk that the value of the underlying securities might decrease.

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Convertible Securities
Each Fund may invest in convertible securities. Convertible securities are typically preferred stock or bonds that are convertible into common stock at a specified price or conversion ratio. Because they have the characteristics of both fixed-income securities and common stock, convertible securities are sometimes called “hybrid” securities. Convertible bonds, debentures, and notes are debt obligations offering a stated interest rate; convertible preferred stocks are senior securities of a company offering a stated dividend rate. Convertible bonds are subject to the market risk of stocks, and, like other bonds, are also subject to interest rate risk, prepayment and extension risk, and the credit risk of their issuers. Convertible securities will at times be priced in the market like other fixed-income securities — that is, their prices will tend to rise when interest rates decline and will tend to fall when interest rates rise.
However, because a convertible security provides an option to the holder to exchange the security for either a specified number of the issuer’s common shares at a stated price per share or the cash value of such common shares, the security market price will tend to fluctuate in relationship to the price of the common shares into which it is convertible. Thus, convertible securities will ordinarily provide opportunities for producing both current income and longer-term capital appreciation. Convertible bonds tend to offer lower rates of interest than nonconvertible bonds because the stock conversion feature represents increased potential for capital gains. Because convertible securities are usually viewed by the issuer as future common stock, they are generally subordinated to other senior securities and therefore are rated one category lower than the issuer’s nonconvertible debt obligations or preferred stock. Call provisions on convertible bonds may allow the issuer to repay the debt before it matures. This may hurt the Fund’s performance because it may have to reinvest the money repaid at a lower rate.
Borrowing
Each Fund may borrow in certain limited circumstances. See “Investment Restrictions.” Borrowing creates an opportunity for increased return, but, at the same time, creates special risks. For example, borrowing may exaggerate changes in the net asset value of a Fund’s shares and in the return on the Fund’s portfolio. A Fund may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to any borrowing, which could affect the strategy of the Manager and Submanager. Interest on any borrowings will be a Fund expense and will reduce the value of the Fund’s shares.
Illiquid Investments
Each of the Funds may invest up to 15% of its net assets in illiquid securities, or securities for which there is no readily available market. The Bond Fund may invest up to 15% of its net assets in illiquid securities, or securities for which there is no readily available market, including privately placed restricted securities. The absence of a trading market may make it difficult to establish a market value for illiquid securities. It may be difficult or impossible for a Fund to sell illiquid securities at the desired time and at an acceptable price.

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Rule 144A Securities
Each Fund may invest in certain restricted securities (“Rule 144A securities”) for which there is a secondary market of qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”). Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional buyers. The Funds have no current intention to invest in these securities.
One effect of Rule 144A is that certain restricted securities may now be liquid, though there is no assurance that a liquid market for Rule 144A securities will develop or be maintained. In promulgating Rule 144A, the SEC stated that the ultimate responsibility for liquidity determinations is that of an investment company’s board of directors. However, the SEC stated that the board may delegate the day-to-day function of determining liquidity to the fund’s investment advisor, provided that the board retains sufficient oversight.
To the extent that liquid Rule 144A securities that a Fund holds become illiquid, due to the lack of sufficient qualified institutional buyers or market or other conditions, the percentage of that Fund’s assets invested in illiquid assets would increase. The Manager and the applicable Submanager will monitor a Fund’s investments in Rule 144A securities and will consider appropriate measures to enable the Fund to maintain sufficient liquidity for operating purposes and to meet redemption requests.
Reverse Repurchase Agreements
Each of the Funds may enter into reverse repurchase agreements. A reverse repurchase agreement involves the sale of portfolio securities by a Fund to a broker-dealer or other financial institution, with an agreement by the Fund to repurchase the securities at an agreed-upon price, date, and interest payment, and are considered borrowings by the Fund and are subject to any borrowing limitations set forth under “Investment Restrictions” in this Statement of Additional Information. A Fund may have an opportunity to earn a greater rate of interest on the investment of the cash proceeds of the sale. However, opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid by the Fund under the reverse repurchase agreement may not always be available. The use of reverse repurchase agreements involves the speculative factor known as “leverage” and may exaggerate any interim increase or decrease in the value of the Fund’s assets. If a Fund enters into a reverse repurchase agreement, the Fund will maintain assets with its custodian having a value equal to or greater than the value of its commitments under the agreement. The Fund will segregate such assets subject to the repurchase agreement. The Fund cannot use these segregated assets to meet its current obligations. The Fund’s liquidity and ability to manage its assets may be adversely affected when it sets aside cash or securities to cover its commitments. Reverse repurchase agreements are considered to be a form of borrowing. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price of those securities, that the assets purchased with the proceeds of the agreement decline in value, or that the buyer under a reverse repurchase agreement files for bankruptcy or becomes insolvent.
Repurchase Agreements
Each Fund may invest in repurchase agreements that are fully collateralized by securities in which the Fund may otherwise invest. A repurchase agreement involves the purchase of a security that must later be sold back to the seller (which is usually a member bank of the U.S. Federal Reserve System or a member firm of the NYSE or a subsidiary thereof) at an agreed time (usually not more than seven days from the date of purchase) and price. The resale price reflects the purchase price plus an agreed-upon market rate of interest. Under the Investment Company Act of 1940, as amended (the “1940 Act”), repurchase agreements may be considered to be loans by the buyer. If the seller defaults, the underlying security constitutes collateral for the seller’s obligation to pay, although a Fund may incur certain costs in liquidating this collateral and in certain cases may not be permitted to liquidate this collateral. In the event of the bankruptcy of the other party to a repurchase agreement, a Fund could experience delays in recovering either the securities or cash. To the extent that, in the meantime, the value of the securities purchased has decreased, a Fund could experience a loss.

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Non-U.S. Investments
Each of the Funds may invest in securities of foreign issuers. Investments in foreign securities involve risks relating to political, social, and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. In the event unforeseen exchange controls or foreign withholding taxes are imposed with respect to any Fund’s investments, the effect may be to reduce the income received by the Fund on such investments.
In addition to the International Stock Funds, the Equity Fund also may hold securities of non-U.S. issuers in the form of American Depository Receipts (“ADRs”). Generally, ADRs in registered form are designed for use in U.S. securities markets. ADRs are denominated in U.S. dollars and represent an interest in the right to receive securities of non-U.S. issuers deposited in a U.S. bank or correspondent bank. ADRs do not eliminate all the risk inherent in investing in the securities of non-U.S. issuers. However, by investing in ADRs rather than directly in equity securities of non-U.S. issuers, the Fund will avoid currency risks during the settlement period for either purchases or sales. For purposes of the Fund’s investment policies, investments in ADRs and similar instruments will be deemed to be investments in the underlying equity securities of non-U.S. issuers. The Equity Fund may acquire depository receipts from banks that do not have a contractual relationship with the issuer of the security underlying the depository receipt to issue and secure such depository receipt. To the extent the Fund invests in such unsponsored depository receipts there may be an increased possibility that the Fund may not become aware of events affecting the underlying security and thus the value of the related depository receipt. In addition, certain benefits (i.e., rights offerings) that may be associated with the security underlying the depository receipt may not inure to the benefit of the holder of such depository receipt.
Loans of Securities
Consistent with applicable regulatory policies, including those of the Board of Governors of the Federal Reserve System and the SEC, each Fund may make loans of its securities to brokers, dealers, or other financial institutions, provided that (a) the loan is secured continuously by collateral, consisting of securities, cash, or cash equivalents, which is marked to market daily to ensure that each loan is fully collateralized, at all times, (b) the applicable Fund may at any time call the loan and obtain the return of the securities loaned within three business days, (c) the applicable Fund will receive any interest or dividends paid on the securities loaned, and (d) the aggregate market value of securities loaned will not at any time exceed 30% of the total assets of the applicable Fund.
A Fund will earn income for lending its securities either in the form of fees received from the borrower of the securities or in connection with the investment of cash collateral in short-term money market instruments. Loans of securities involve a risk that the borrower may fail to return the securities or may fail to provide additional collateral.

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In connection with lending securities, a Fund may pay reasonable finders, administrative, and custodial fees. No such fees will be paid to any person if it or any of its affiliates is affiliated with the applicable Fund, Domini, or the applicable Submanager.
Options on Securities and Indexes
The Bond Fund may enter into certain transactions in options involving securities in which the Fund may otherwise invest and options in indexes based on securities in which the Fund may otherwise invest. Each Fund may enter into such options transactions for the purpose of hedging against possible increases in the value of securities that are expected to be purchased by the respective Fund or possible declines in the value of securities that are expected to be sold by that Fund. The Stock Funds may also enter into options transactions as described above.
The purchase of an option on a security provides the holder with the right, but not the obligation, to purchase the underlying security, in the case of a call option, or to sell the underlying security, in the case of a put option, for a fixed price at any time up to a stated expiration date. The holder is required to pay a nonrefundable premium, which represents the purchase price of the option. The holder of an option can lose the entire amount of the premium, plus related transaction costs, but not more. Upon exercise of the option, the holder is required to pay the purchase price of the underlying security in the case of a call option, or deliver the security in return for the purchase price in the case of a put option.
Prior to exercise or expiration, an option position may be terminated only by entering into a closing purchase or sale transaction. This requires a secondary market on the exchange on which the position was originally established. While a Fund would establish an option position only if there appears to be a liquid secondary market therefore, there can be no assurance that such a market will exist for any particular option contract at any specific time. In that event, it may not be possible to close out a position held by a Fund, and that Fund could be required to purchase or sell the instrument underlying an option, make or receive a cash settlement, or meet ongoing variation margin requirements. The inability to close out option positions also could have an adverse impact on a Fund’s ability effectively to hedge its portfolio.
Options on securities indexes are similar to options on securities, except that the exercise of securities index options requires cash payments, and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segments of the securities market rather than price fluctuations in a single security.
Transactions by a Fund in options on securities will be subject to limitations established by each of the exchanges, boards of trade, or other trading facilities governing the maximum number of options in each class that may be written or purchased by a single investor or group of investors acting in concert. Thus, the number of options that a Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of Domini or a Submanager. An exchange, board of trade, or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions.

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Short Sales
Short sales of securities are transactions in which a Fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to repay the lender any dividends or interest paid during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short. A portion of the net proceeds of the short sale may be retained by the broker (or by the Fund’s custodian in a special custody account) to the extent necessary to meet margin sales. The Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of premiums, dividends, interest, or expenses the fund may be required to pay in connection with a short sale. An increase in the value of a security sold short by the Fund over the price which it was sold short will result in a loss to the Fund, and there can be no assurance that the Fund will be able to close out the position at any particular time or at an acceptable price. Where short sales are not against the box, losses may be unlimited.
Although they have no current intention to do so, each Fund may enter into a short sale if it is “against the box.” If a Fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities at no additional cost to the Fund) and will be required to hold such securities while the short sale is outstanding. A Fund will incur transaction costs, including interest expense, in connection with opening, maintaining, and closing short sales against the box. If a Fund engages in any short sales against the box, it will incur the risk that the security sold short will appreciate in value after the sale, with the result that the Fund will lose the benefit of any such appreciation. A Fund may make short sales both as a form of hedging to offset potential declines in long positions in similar securities and in order to maintain portfolio flexibility. Short sales may be subject to special tax rules, one of the effects of which may be to accelerate income to a Fund.
Cash Reserves
Each Fund may invest cash reserves in short-term debt securities (i.e., securities having a remaining maturity of one year or less) issued by agencies or instrumentalities of the United States government, bankers’ acceptances, commercial paper, certificates of deposit, bank deposits, or repurchase agreements, provided that the issuer satisfies certain social criteria. Some of the investments will be with community development banks and financial institutions and may not be insured by the FDIC. The Funds do not currently intend to invest in direct obligations of the United States government. Short-term debt instruments purchased by a Fund will be rated at least P-1 by Moody’s or A-1+ or A-1 by S&P or, if not rated, determined to be of comparable quality by the Board of Trustees. The Equity Fund’s policy is to hold its assets in such securities in order to meet anticipated redemption requests.

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PORTFOLIO TURNOVER
Prior to November 28, 2008, the Equity Fund invested substantially all of its assets in the Domini Social Equity Trust (the “Equity Trust”). The annual portfolio turnover rates of the Equity Trust for the fiscal years ended July 31, 2007 and 2008, were [   ]% and [   ]%, respectively.
Prior to November 28, 2008, the European Equity Fund invested substantially all of its assets in the Domini European Social Equity Trust (the “European Equity Trust”). The annual portfolio turnover rates for the European Equity Trust for the fiscal years ended July 31, 2007 and 2008, were [   ]% and [   ]%, respectively.
Prior to November 28, 2008, the European PacAsia Equity Fund invested substantially all of its assets in the Domini European PacAsia Social Equity Trust (the “European PacAsia Equity Trust”). The annual portfolio turnover rates for the European PacAsia Equity Trust for the fiscal years ended July 31, 2007 and 2008, were [   ] and [   ]%.
Prior to November 28, 2008, the PacAsia Equity Fund invested substantially all of its assets in the Domini PacAsia Social Equity Trust (the “PacAsia Equity Trust”).The annual portfolio turnover rate for the PacAsia EquityTrust for the fiscal years ended July 31, 2007 and 2008, were [   ]% and [   ]%, respectively.
The sale of securities may produce capital gains, which may be taxable to each Fund’s investors. Active trading may result in increased transaction costs.
PROXY VOTING POLICIES
Each Fund has adopted proxy voting policies and procedures to ensure that all proxies for securities held by that Fund are cast in the best interests of the Fund’s shareholders. Because each Fund has a fiduciary duty to vote all shares in the best interests of its shareholders, each Fund votes proxies after considering its shareholders’ financial interests and social objectives. The proxy voting policies and procedures are designed to ensure that all proxies are voted in the best interests of Fund shareholders by isolating the proxy voting function from any potential conflicts of interest. In most instances, votes are cast according to predetermined policies, and potential conflicts of interest cannot influence the outcome of voting decisions. There are, however, several voting guidelines that require a case-by-case determination, and other instances where votes may vary from predetermined policies. Certain procedures have been adopted to ensure that conflicts of interest in such circumstances are identified and appropriately addressed. The Board of Trustees has delegated the responsibility to vote proxies for the Funds to Domini. More details about the Funds’ proxy voting guidelines and Domini’s proxy voting policies and procedures, including procedures adopted by Domini to address any potential conflicts of interest, are provided in the complete Proxy Voting Policies and Procedures in Appendix B.
All proxy votes cast for the Funds are posted to Domini’s website on an ongoing basis over the course of the year. An annual record of all proxy votes cast for the Funds during the most recent 12-month period ended June 30 can be obtained, free of charge, at www.domini.com, and on the EDGAR database on the SEC’s website at www.sec.gov.
PORTFOLIO HOLDINGS INFORMATION
The Funds have implemented portfolio holdings disclosure policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the portfolio investments held by the Funds. These portfolio holdings disclosure policies and procedures have been approved by the Board of Trustees of the Funds and are subject to periodic review by the Board of Trustees.
Disclosure of each Fund’s portfolio holdings is required to be made quarterly within 60 days of the end of each fiscal quarter (currently, each January 31, April 30, July 31, and October 31) in the Annual Report and the Semi-Annual Report to Fund shareholders and in the Quarterly Report on Form N-Q. These reports are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov.

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In addition, Domini’s website (www.domini.com) contains information about each Fund’s complete portfolio holdings, including, as applicable, the security description, the ticker symbol, the security identification number, price per share, par value, interest rate, maturity date, market value, and percentage of total investments, in each case updated as of the end of the most recent calendar quarter (i.e., each March 31, June 30, September 30, and December 31). This information is provided on the website with a lag of at least 30 days and will be available until updated for the next calendar quarter. All information described in this paragraph is publicly available to all categories of persons.
During the first calendar quarter of a Fund’s operations and for 30 days thereafter, Domini’s website (www.domini.com) may also contain portfolio holdings information with respect to the Fund as of 5 business days after the commencement of operations of the Fund, or any later date in such calendar quarter with a lag, in each case, of at least 7 business days. Such information is limited to descriptions of the securities held by the Fund and the identification numbers and/or ticker symbols for such securities. All information described in this paragraph is publicly available to all categories of persons.
From time to time rating and ranking organizations, such as Standard and Poor’s, may request complete portfolio holdings information in connection with rating a Fund. Similarly, pension plan sponsors and/or their consultants may request a complete list of portfolio holdings in order to assess the risks of a Fund’s portfolio along with related performance attribution statistics. The Funds believe that these third parties have legitimate objectives in requesting such portfolio holdings information. To prevent such parties from potentially misusing portfolio holdings information, the Funds will generally only disclose such information as of the end of the most recent calendar quarter, with a lag of at least 30 days, or, during a Fund’s first calendar quarter of operations, as of 5 business days after the commencement of operations of the Fund, or any later date during such calendar quarter with a lag of at least 7 business days, as described above.
In addition, the Funds’ Chief Compliance Officer, or his or her designee, may grant exceptions to permit additional disclosure of the Funds’ portfolio holdings information at differing times and with different lag times to rating agencies and to pension plan sponsors and/or their consultants, provided that (1) the recipient is subject to a confidentiality agreement, (2) the recipient will utilize the information to reach certain conclusions about the investment management characteristics of the Funds and will not use the information to facilitate or assist in any investment program, (3) the recipient will not provide access to third parties to this information, and (4) the recipient will receive this information no earlier than 7 business days after the end of the calendar quarter (or, during a Fund’s first calendar quarter of operations, the recipient will receive this information as of 5 business days after the commencement of operations of the Fund, or a later date in such calendar quarter with at least, in each case, a lag of 7 business days). In approving a request for an exception, the Chief Compliance Officer will consider a recipient’s need for the relevant holdings information, whether the disclosure will be in the best interest of the Fund and its shareholders, and whether conflicts of interest from such disclosures are appropriately resolved. As of September 30, 2008, the Equity Fund, the European Equity Fund, and the Bond Fund have obtained confidentiality agreements and have arrangements to provide additional disclosure of portfolio holdings information to the following rating and ranking organizations and pension plan consultants: [Bidart & Ross, Inc.; Cambridge Associates LLC; Jeffrey Slocum & Associates, Inc.; Marquette Associates, Inc.; Mercer Inc.; New England Pension Consultants; R.V. Kuhns & Associates, Inc.; and Standard and Poor’s]. [As of the date of this Statement of Additional Information, the European PacAsia Equity Fund and the PacAsia Equity Fund have not entered into any arrangements to provide additional disclosure of portfolio holdings information to any rating and ranking organizations or pension plan consultants.] The Board of Trustees receives periodic reports regarding entities that receive disclosure regarding the Fund’s portfolio holdings as described in this paragraph.

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In addition, the service providers of the Funds, such as the subadvisors, custodian, and transfer agent, may receive portfolio holdings information in connection with their services to the Funds, as applicable. A Submanager may also provide information regarding a Fund’s portfolio holdings to certain of its service providers in connection with the services provided to the Submanager by such service providers (such as performance attribution analysis, portfolio management systems, and clearing). As of September 30, 2008, the Submanagers’ service providers who receive portfolio holdings information include [Brown Brothers Harriman & Co., FactSet Research Systems, Inc., Investment Technology Group, Broadridge Financial Solutions, Inc., and State Street Bank and Trust Company. ]
In no event shall Domini, Domini’s affiliates or employees, any Submanager, any Submanager’s affiliates or employees, or the Funds receive any direct or indirect compensation in connection with the disclosure of information about a Fund’s portfolio holdings.
INVESTMENT RESTRICTIONS
Fundamental Restrictions
Each of the Funds has adopted the following policies, which may not be changed without approval by holders of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the applicable Fund, which as used in this Statement of Additional Information means the vote of the lesser of (i) 67% or more of the outstanding “voting securities” of a Fund, present at a meeting, if the holders of more than 50% of the outstanding “voting securities” of that Fund are present or represented by proxy, or (ii) more than 50% of the outstanding “voting securities” of a Fund. The term “voting securities” as used in this paragraph has the same meaning as in the 1940 Act except that each Fund shareholder will have one vote for each dollar of net asset value.
The Funds may not do the following:
(1) Borrow money if such borrowing is specifically prohibited by the 1940 Act or the rules and regulations promulgated thereunder.
(2) Make loans to other persons if such loans are prohibited by the 1940 Act or the rules and regulations promulgated thereunder.
(3) Purchase or sell real estate or interests in oil, gas, or mineral leases in the ordinary course of business. (Each of the Funds reserves the freedom of action to hold and to sell real estate acquired as the result of the ownership of securities by the Fund, as applicable.)

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(4) Purchase or sell commodities or commodities contracts in the ordinary course of business. (The foregoing shall not preclude a Fund from purchasing or selling futures contracts or options thereon.)
(5) Underwrite securities issued by other persons, except that all or any portion of the assets of a Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act, the rules and regulations thereunder, and exemptive orders granted under such Act, and except insofar as a Fund may technically be deemed an underwriter under the 1933 Act, in selling a security.
(6) Issue any senior security (as that term is defined in the 1940 Act) if such issuance is specifically prohibited by the 1940 Act or the rules and regulations promulgated thereunder.
In addition, the EQUITY FUND may not do the following:
(7) Invest more than 25% of its assets in any one industry except that (a) all or any portion of the assets of the Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act, the rules and regulations thereunder, and exemptive orders granted under such Act and (b) if an investment objective or strategy of the Fund is to match the performance of an index and the stocks in a single industry compose more than 25% of such index, the Fund may invest more than 25% of its assets in that industry.
In addition, neither the EUROPEAN EQUITY FUND, EUROPEAN PACASIA EQUITY FUND, nor the PACASIA EQUITY FUND, may do the following:
(8) Invest more than 25% of its assets in any one industry except that all or any portion of the assets of the above-referenced Equity Funds may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act, the rules and regulations thereunder, and exemptive orders granted under such Act.
In addition, the BOND FUND may not do the following:
(9) Concentrate its investments in any particular industry, but if it is deemed appropriate for the achievement of the Fund’s investment objective, up to 25% of its assets, at market value at the time of each investment, may be invested in any one industry, except that positions in futures contracts shall not be subject to this restriction.
For purposes of restriction (1) above, covered mortgage dollar rolls and arrangements with respect to securities lending are not treated as borrowing.
In addition, as a matter of fundamental policy, the Equity Fund will invest all of its investable assets in (a) securities and instruments that meet social criteria, (b) one or more investment companies that apply social criteria in selecting securities and instruments, (c) cash, and (d) any combination of the foregoing.

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Nonfundamental Restrictions
The following policies are not fundamental and may be changed with respect to a Fund by that Fund without approval of the Fund’s shareholders. Each Fund will comply with the state securities laws and regulations of all states in which it is registered.
None of the Funds will, as a matter of operating policy, do the following:
(1) As to 75% of its total assets, purchase securities of any issuer if such purchase at the time thereof would cause more than 5% of the Fund’s total assets (taken at market value) to be invested in the securities of such issuer (other than securities or obligations issued or guaranteed by (a) the United States, (b) any state or political subdivision thereof, (c) any political subdivision of any such state, or (d) any agency or instrumentality of the United States, any state or political subdivision thereof, or any political subdivision of any such state), provided that, for purposes of this restriction, (i) the issuer of an option or futures contract shall not be deemed to be the issuer of the security or securities underlying such contract, and (ii) each Fund may invest all or any portion of its assets in one or more investment companies to the extent not prohibited by the 1940 Act, the rules and regulations thereunder, and exemptive orders granted under such Act.
(2) As to 75% of its total assets, purchase securities of any issuer if such purchase at the time thereof would cause more than 10% of the voting securities of such issuer to be held by the Fund, provided that, for purposes of this restriction, (a) the issuer of an option or futures contract shall not be deemed to be the issuer of the security or securities underlying such contract and (b) each Fund may invest all or any portion of its assets in one or more investment companies to the extent not prohibited by the 1940 Act, the rules and regulations thereunder, and exemptive orders granted under such Act.
None of the EQUITY FUND, the EUROPEAN EQUITY FUND, the EUROPEAN PACASIA EQUITY FUND, the PACASIA EQUITY FUND, or the BOND FUND will as a matter of operating policy invest more than 15% of its net assets in illiquid securities, except that each such Fund may invest all or any portion of its assets in one or more investment companies, to the extent not prohibited by the 1940 Act or the rules and regulations thereunder.
The EQUITY FUND will not as a matter of operating policy purchase puts, calls, straddles, spreads, and any combination thereof if the value of its aggregate investment in such securities will exceed 5% of the Equity Fund’s total assets at the time of such purchase.
The EQUITY FUND has a nonfundamental policy to invest, under normal circumstances and as a matter of operating policy, at least 80% of its assets in equity securities and related investments with similar economic characteristics. Shareholders in the Equity Fund will be provided with at least 60 days’ prior notice of any change in the nonfundamental policy set forth in this paragraph.
The EUROPEAN EQUITY FUND has a nonfundamental policy to invest, under normal circumstances and as a matter of operating policy, at least 80% of its assets in equity securities and related investments of European companies. For purposes of this policy, European companies include (1) companies organized or principally traded in a European country; (2) companies having at least 50% of their assets in, or deriving 50% or more of their revenues or profits from, a European country; (3) issuers who are European governments and agencies or underlying instrumentalities of European governments; and (4) issuers whose economic fortunes and risks are otherwise linked with a European market (as determined by the Submanager). The European Equity Fund will give its shareholders 60 days’ prior notice of any change in the nonfundamental policy set forth in this paragraph.

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The EUROPEAN PACASIA EQUITY FUND has a nonfundamental policy to invest, under normal circumstances, at least 80% of its assets in equity securities and related investments of European and Asian Pacific companies. For purposes of this policy, these companies may include, but are not limited to, (1) companies organized or principally traded in a European or Asian Pacific country; (2) companies having at least 50% of their assets in, or deriving 50% or more of their revenues or profits from, a European or Asian Pacific country; (3) issuers who are European or Asian Pacific governments and agencies or underlying instrumentalities of European or Asian Pacific governments; and (4) issuers whose economic fortunes and risks are otherwise linked with a European or Asian Pacific market (as determined by the Fund’s Submanager). The European PacAsia Equity Fund will give its shareholders 60 days’ prior notice of any change in the nonfundamental policy set forth in this paragraph.
The PACASIA EQUITY FUND has a nonfundamental policy to invest, under normal circumstances, at least 80% of its assets in equity securities and related investments of companies tied economically to the Asian Pacific region. For purposes of this policy, these companies may include, but are not limited to, (1) companies organized or principally traded in an Asian Pacific country; (2) companies having at least 50% of their assets in, or deriving 50% or more of their revenues or profits from, an Asian Pacific country; (3) issuers who are Asian Pacific governments and agencies or underlying instrumentalities of Asian Pacific governments; and (4) issuers whose economic fortunes and risks are otherwise linked with an Asian Pacific market (as determined by the Fund’s Submanager). The PacAsia Equity Fund will give its shareholders 60 days’ prior notice of any change in the nonfundamental policy set forth in this paragraph.
As a nonfundamental policy, the BOND FUND will, under normal circumstances, invest at least 80% of its assets in bonds. Shareholders in the Bond Fund will be provided with at least 60 days’ prior notice of any change in the nonfundamental policy set forth in this paragraph.
Percentage and Rating Restrictions
If a percentage restriction or rating restriction on investment or utilization of assets set forth above or referred to in the Prospectus is adhered to at the time an investment is made or assets are so utilized, a subsequent change in circumstances will not be considered a violation of policy, provided that if at any time the ratio of borrowings of a Fund to the net asset value of that Fund, respectively, exceeds the ratio permitted by Section 18(f) of the 1940 Act, the applicable Fund, as the case may be, will take the corrective action required by Section 18(f).

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3. DETERMINATION OF NET ASSET VALUE;
VALUATION OF PORTFOLIO SECURITIES;
ADDITIONAL PURCHASE AND SALE INFORMATION
The net asset value of each share of each class of the Funds is determined each day on which the NYSE is open for trading (“Fund Business Day”). As of the date of this Statement of Additional Information, the NYSE is open for trading every weekday, except in an emergency and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. This determination of net asset value of shares of each class of the Funds is made once during each such day as of the close of regular trading of the NYSE by dividing the value of the net assets of the applicable class (i.e., for a class of a Fund, the value of its assets less its liabilities, including expenses payable or accrued) by the number of shares of the class outstanding at the time the determination is made. Purchases and redemptions will be effected at the time of the next determination of net asset value following the receipt of any purchase or redemption order deemed to be in good order. See “Shareholder Manual” in the Prospectus.
Securities listed or traded on national securities exchanges are valued at the last sale price or, if there have been no sales that day, at the mean of the current bid and ask price that represents the current value of the security. Securities listed on the NASDAQ National Market System are valued using the NASDAQ Official Closing Price (the “NOCP”). If an NOCP is not available for a security listed on the NASDAQ National Market System, the security will be valued at the last sale price or, if there have been no sales that day, at the mean of the current bid and ask price. Options and futures contracts are normally valued at the settlement price on the exchange on which they are traded.
Securities that are primarily traded on foreign exchanges generally are valued at the closing price of such securities on their respective exchanges, except that if a Fund’s Manager or Submanager, as applicable, is of the opinion that such price would result in an inappropriate value for a security, including as a result of an occurrence subsequent to the time a value was so established, then the fair value of those securities may be determined by consideration of other factors by or under the direction of the Board of Trustees or its delegates. In valuing assets, prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate.
Bonds and other fixed-income securities (other than short-term obligations) are valued on the basis of valuations furnished by independent pricing services, use of which has been approved for the Funds, as applicable, by the Board of Trustees. In making such valuations, the pricing services utilize both dealer-supplied valuations and electronic data processing techniques that take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data, without exclusive reliance upon quoted prices or exchange or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities.

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Short-term obligations (maturing in 60 days or less) are valued at amortized cost, which constitutes fair value as determined by the Board of Trustees. Amortized cost involves valuing an instrument at its original cost to a Fund, as applicable, and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument.
The Bond Fund may invest in certain community development investments for which a market price might not readily be available, provided that the Bond Fund may not invest more than 15% of its net assets in illiquid securities. In those circumstances, the fair value of the community development investment is determined by using methods approved by the Fund’s Board of Trustees.
Interest income on long-term obligations is determined on the basis of interest accrued plus amortization of “original issue discount” (generally, the difference between issue price and stated redemption price at maturity) and premiums (generally, the excess of purchase price over stated redemption price at maturity). Interest income on short-term obligations is determined on the basis of interest accrued less amortization of premium.
All other securities and other assets of a Fund for which market quotations are determined to be not readily available will be valued using fair value procedures established by and under the supervision of the Board of Trustees. The frequency with which a Fund’s investments will be valued using fair value pricing is primarily a function of the types of securities and other assets in which the Fund, as applicable, invests pursuant to its investment objective, strategies, and limitations.
Investments that may be valued using fair value pricing include, but are not limited to: (i) an unlisted security related to corporate actions; (ii) a restricted security (i.e., one that may not be publicly sold without registration under the Securities Act of 1933); (iii) a security whose trading has been suspended or that has been delisted from its primary trading exchange; (iv) a security that is thinly traded; (v) a security in default or bankruptcy proceedings for which there is no current market quotation; (vi) a security affected by extreme market conditions; (vii) a security affected by currency controls or restrictions; and (viii) a security affected by a significant event (i.e., an event that occurs after the close of the markets on which the security is traded but before the time as of which the Fund’s, as applicable, net asset value is computed and that may materially affect the value of the Fund’s, as applicable, investments). Examples of events that may be “significant events” are government actions, natural disasters, armed conflict, acts of terrorism, and significant market fluctuations.
While no single standard for determining fair value exists, as a general rule, the current fair value of a security would appear to be the amount that a Fund, as applicable, would expect to receive upon its current sale. Some, but not necessarily all, of the general factors that may be considered in determining fair value include: (a) the fundamental analytical data relating to the investment, (b) the nature and duration of restrictions on disposition of the securities, and (c) an evaluation of the forces that influence the market in which these securities are purchased and sold. Without limiting or including all of the specific factors that may be considered in determining fair value, some of the specific factors include: type of security, financial statements of the issuer, cost at date of purchase, size of holding, discount from market value, value of unrestricted securities of the same class at the time of purchase, special reports prepared by analysts, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the security, price, and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

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Valuing the Funds’ investments using fair value pricing will result in using prices for those investments that may differ from current market prices or what the Fund would receive upon the sale of such security. In addition, fair value pricing could have the benefit of reducing potential arbitrage opportunities presented by a lag between a change in the value of the Fund’s investments and the reflection of that change in the Fund’s net asset value.
The Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, and Domini PacAsia Social Equity Fund invest primarily in the stocks of companies based in Europe and/or the Asian Pacific region. Non-U.S. equity securities are valued on the basis of their most recent closing market prices at 4 pm Eastern Time except under the circumstances described below. Most non-U.S. markets close before 4 pm Eastern Time. If the Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, or Domini PacAsia Social Equity Fund determines that developments between the close of the non-U.S. market and 4 pm Eastern Time will, in its judgment, materially affect the value of some or all of the Fund’s securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 pm Eastern Time. In deciding whether to make these adjustments, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. A Fund may also fair value securities in other situations, for example, when a particular foreign market is closed but the Fund is open. The Fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The Fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the Fund routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices.
Please note that the European Equity Fund, European PacAsia Equity Fund, and PacAsia Equity Fund hold securities that are primarily listed on foreign exchanges that may trade on weekends or other days when the Funds do not calculate their net asset value or price their shares. Therefore, the value of the securities held by these Funds may change on days when shareholders will not be able to purchase or sell the applicable Fund’s shares.
Investor shares, Institutional shares, and Class R shares may be purchased directly from the Distributor or through Service Organizations (see “Transfer Agent, Custodian, and Service Organizations” below) by clients of those Service Organizations. If an investor purchases such shares through a Service Organization, the Service Organization must promptly transmit such order to the appropriate Fund so that the order receives the net asset value next determined following receipt of the order. Investors wishing to purchase shares through a Service Organization should contact that organization directly for appropriate instructions. Investors making purchases through a Service Organization should be aware that it is the responsibility of the Service Organization to transmit orders for purchases of shares by its customers to the Transfer Agent and to deliver required funds on a timely basis.

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Each Fund has authorized certain brokers to accept on its behalf purchase and redemption orders and has authorized these brokers to designate intermediaries to accept such orders. Each Fund will be deemed to have received such an order when an authorized broker or its designee accepts the order. Orders will be priced at the appropriate Fund’s net asset value next computed after they are accepted by an authorized broker or designee. Investors may be charged a fee if they effect transactions in Fund shares through a broker or agent.
Limitation of Redemptions In-Kind
The Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of a Fund during any 90-day period for any one shareholder. Should redemptions by any shareholder exceed such limitation, each Fund will have the option of redeeming the excess in cash or in kind. If shares are redeemed in kind, the redeeming shareholder might incur brokerage costs in converting the assets into cash. The method of valuing securities used to make redemptions in kind will be the same as the method of valuing portfolio securities described under “How the Price of Your Shares Is Determined” in the Prospectus, and such valuation will be made as of the same time the redemption price is determined.
Additional Information Regarding Purchases, Sales Charges, and Service Organizations for Class A Shares
Class A shares are sold to investors at the public offering price, which is the net asset value plus an initial sales charge (expressed as a percentage of the public offering price) on a single transaction as shown in the following table. As provided in the table, the percentage sales charge declines based upon the dollar value of Class A shares an investor purchases. The Fund receives the entire net asset value of all Class A shares that are sold. The Distributor retains the full applicable sales charge from which the Distributor pays the uniform reallowances shown in the table below.
                         
    CLASS A        
    SALES CHARGE AS   CLASS A   BROKER-DEALER
AMOUNT OF INVESTMENT   % OF OFFERING   SALES CHARGE AS % OF   COMMISSION AS % OF
IN CLASS A SHARES   PRICE   INVESTMENT   OFFERING PRICE
Less than $50,000
    4.75 %     4.99 %     4.00 %
$50,000 but less than $100,000
    3.75 %     3.90 %     3.00 %
$100,000 but less than $250,000
    2.75 %     2.83 %     2.25 %
$250,000 but less than $500,000
    1.75 %     1.78 %     1.78 %
$500,000 but less than $1 million
    1.00 %     1.01 %     0.80 %
$1 million and over
    None     None     None
 
*   Investors pay no initial sales charge when they invest $1 million or more in Class A shares of the Funds, as applicable. However, investors may be subject to a contingent deferred sales charge (CDSC) of up to 1.00% of the lesser of the cost of the Class A shares at the date of purchase or the value of the shares at the time of redemption if they redeem within one year of purchase.

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Investors may purchase Class A shares from a broker-dealer, financial intermediary, or financial institution (each called a “Service Organization”) that has entered into an agreement with the Distributor concerning the Funds. In addition, certain investors, including qualified retirement plans that are customers of certain Service Organizations, may be eligible to purchase shares directly from the Funds. Except in certain circumstances, shares purchased will be held in the investor’s account with its Service Organization. Service Organizations may charge their customers an annual account maintenance fee and transaction charges in connection with a brokerage account through which an investor purchases or holds shares. Accounts held directly with the Fund are not subject to a maintenance fee or transaction charges.
Service Organizations may receive up to 4.00% of the sales charge and may be deemed to be underwriters of the Funds as defined in the Securities Act of 1933, as amended. The reduced sales charges shown above apply to the aggregate of purchases of shares of the Funds made at one time by a “single purchase,” which includes an individual and may, under the right of accumulation, include a group’s investments lumped together for sales charge purposes, making the investor potentially eligible for reduced sales charges.
Initial sales charges may be waived for certain types of investors, including:
     
-
  Investors participating in “wrap fee” or asset allocation programs or other fee-based arrangements sponsored by nonaffiliated broker-dealers and other financial institutions that have entered into agreements with the Funds, the distributor, or its affiliates.
 
   
-
  Any accounts established on behalf of registered investment advisors or their clients by broker-dealers that charge a transaction fee and that have entered into agreements with the Funds, the distributor, or its affiliates.
If you qualify for a waiver of the initial sales charge, you must notify your Service Organization or the transfer agent at the time of purchase.
Investors in shares of the Funds may open an account by making an initial investment of at least $2,500 for each account ($1,500 for IRAs and Automatic Investment Plans) ($1,000 for UGMA/UTMA Accounts and Coverdell Education Savings Accounts). Investors may purchase shares of the Funds through the Automatic Investment Plan on a monthly, quarterly, semi-annual, or annual basis. Subsequent investments must be at least (i) $50 for accounts using our Automatic Investment Plan or (ii) $100 for all other accounts.
The Funds reserve the right to waive or change investment minimums, to decline any order to purchase its shares, and to suspend the offering of shares from time to time. To utilize any sales charge reduction, an investor must complete the appropriate section of the investor’s application or contact the investor’s Service Organization. In order to obtain sales charge reductions, an investor may be required to provide information and records, such as account statements, to the investor’s Service Organization.
Purchase orders received by a Fund or its agent prior to the close of regular trading on the NYSE, in good order, on any day that the Fund calculates its net asset value, are priced according to the net asset value determined on that day (the “trade date”). For shares purchased through a Service Organization, payment for shares of a Fund is due on the third business day after the trade date. In all other cases, payment must be made with the purchase order.

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The Funds have authorized certain brokers to accept on their behalf purchase and redemption orders and have authorized these brokers to designate intermediaries to accept such orders. A Fund will be deemed to have received such an order when an authorized broker or its designee accepts the order. Orders will be priced at the Fund’s net asset value next computed after they are accepted by an authorized broker or designee. Investors may be charged a fee if they effect transactions in Fund shares through a broker or agent.
From time to time, the Distributor or Domini, at its expense, may provide additional commissions, compensation, or promotional incentives (“concessions”) to dealers that sell or arrange for the sale of Class A shares of the Funds. Such concessions provided by the Distributor or Domini may include financial assistance to dealers in connection with preapproved conferences or seminars, sales or training programs for invited registered representatives and other employees, payment for travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs, seminars for the public, advertising and sales campaigns regarding the Funds, and/or other dealer-sponsored events. From time to time, the Distributor or Domini may make expense reimbursements for special training of a dealer’s registered representatives and other employees in group meetings or to help pay the expenses of sales contests. Other concessions may also be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (“FINRA”).
Right of Accumulation for Class A Shares
The right of accumulation lets an investor add the value of certain Domini Fund shares that the investor already owns to the amount of the investor’s next investment for the purpose of calculating the Class A shares sales charge. The reduced sales load reflected in the sales charge tables applies to purchases of Class A shares of the Fund. An aggregate investment includes all Investor shares and Class A shares of the Stock Funds plus the shares being purchased. The current offering price is used to determine the value of all such shares. The same reduction is applicable to Class A share purchases under a Letter of Intent as described below. A family group may be treated as a single purchaser under the right of accumulation privilege. A family group includes a spouse, parent, stepparent, grandparent, child, stepchild, grandchild, sibling, father-in-law, mother-in-law, brother-in-law, or sister-in-law, including trusts created by these family members. An investor must notify the investor’s Service Organization at the time an order is placed for a purchase that would qualify for the reduced Class A shares sales charge on the basis of previous purchases. In order to obtain sales charge reductions, an investor may be required to provide information and records, such as account statements, to the investor’s Service Organization. Similar notification must be given in writing when such an order is placed by mail. The reduced Class A shares sales charge will not be applied if such notification is not furnished at the time of the order. The reduced sales charge will also not be applied unless the records of the Distributor or the investor’s Service Organization confirm the investor’s representations concerning his holdings.
Letter of Intent for Class A Shares
A letter of intent lets an investor purchase Class A shares of a Fund, as applicable, over a 13-month period and receive the same sales charge as if all shares had been purchased at once. An investor may use a letter of intent to qualify for reduced sales charges if the investor plans to invest at least $50,000 in certain Domini Fund shares during the next 13 months. The calculation of this amount would include the investor’s current holdings of all Class A and Investor shares of the Stock Funds, as well as any reinvestment of dividends and capital gains distributions. When an investor signs this letter, the Fund agrees to charge the investor the reduced sales charges listed above. Completing a letter of intent does not obligate the investor to purchase additional shares. However, if the investor does not achieve the stated investment goal within the 13-month period, the investor is required to pay the difference between the Class A shares sales charges otherwise applicable and sales charges actually paid, which may be deducted from the investor’s investment. The term of the letter of intent will commence upon the date the letter of intent is signed, or at the option of the investor, up to 30 days before such date. An investor must contact the investor’s Service Organization or call 1-800-498-1351 to obtain a letter of intent application.

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Telephone Redemption and Exchange Program for Class A Shares
Investors who do not have a brokerage account with a Service Organization may be eligible to redeem and exchange Class A shares of the Funds, as applicable, by telephone. An investor should call 1-800-498-1351 to determine if the investor is entitled to participate in this program. Once eligibility is confirmed, the investor must complete and return a Telephone/Wire Authorization Form, along with a Medallion Signature Guarantee. Alternatively, an investor may authorize telephone redemptions on the new account application with the applicant’s signature guarantee when making the initial investment in a Fund.
Neither a Fund nor its agents will be liable for following instructions communicated by telephone that are reasonably believed to be genuine. The Funds reserve the right to suspend, modify, or discontinue the telephone redemption and exchange program or to impose a charge for this service at any time.
During periods of drastic economic or market changes or severe weather or other emergencies, investors may experience difficulties implementing a telephone redemption. In such an event, another method of instruction, if available, such as a written request sent via an overnight delivery service, should be considered.
The right of redemption may be suspended or the date of payment postponed (a) for any period during which the NYSE is closed (other than for customary weekend and holiday closings), (b) when trading in markets a Fund normally utilizes is restricted, or an emergency as determined by the SEC exists, so that disposal of a Fund’s investments or determination of net asset value is not reasonably practicable, or (c) for such other periods as the SEC by order may permit for the protection of the Funds’ shareholders.
4. MANAGEMENT OF THE FUNDS
The management and affairs of the Trust and the Funds are supervised by the Trust’s Board of Trustees under the laws of the Commonwealth of Massachusetts.
The Trustees and officers of the Trust, their ages, their principal occupations during the past five years, the number of investment companies in the Domini family of funds that the Trustees oversee, and other directorships held, are set forth below. Their titles may have varied during that period. Each Trustee holds office until his or her successor is elected or until he or she retires, resigns, dies, or is removed from office.
Asterisks indicate that those Trustees and officers are “interested persons” (as defined in the 1940 Act) of the Trust. Each Trustee and officer of the Trust noted as an “interested person” is interested by virtue of his or her position with Domini as described in the table below. Unless otherwise indicated below, the address of each Trustee and officer is 536 Broadway, 7th Floor, New York, New York 10012.

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NAME, AGE, POSITION(s)       NUMBER OF FUNDS
HELD, AND LENGTH OF   PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS   IN THE DOMINI FAMILY OF
TIME SERVED   AND OTHER DIRECTORSHIPS HELD(1)   FUNDS OVERSEEN BY TRUSTEE
INTERESTED TRUSTEE AND OFFICER
           
 
           
Amy L. Domini*
(58)
Chair, Trustee, and
President of the Trust
since 1990
  CEO (since 2002), President (2002-2005), and Manager (since 1997), Domini Social Investments LLC; Manager, DSIL Investment Services LLC (since 1998); Manager, Domini Holdings LLC (holding company) (since 2002); Director, Tom’s of Maine, Inc. (natural care products) (2004); Board Member, Progressive Government Institute (nonprofit education on executive branch of the federal government) (2003-2005); Board Member, Financial Markets Center (nonprofit financial markets research and education resources provider) (2002-2004); Trustee, New England Quarterly (periodical) (since 1998); Trustee, Episcopal Church Pension Fund (1994-2006); Private Trustee, Loring, Wolcott & Coolidge Office (fiduciary) (since 1987); Partners for the Common Good (community development nonprofit) (since 2005).     5  
 
           
INDEPENDENT TRUSTEES
           
 
           
Julia Elizabeth Harris
(60)
Trustee of the Trust
since 1999
  Director and President, Alpha Global Solutions, LLC (agribusiness) (since 2004); Trustee, Fiduciary Trust Company (financial institution) (2001-2005); Executive Vice President, UNC Partners, Inc. (financial management) (since 1990).     5  
 
           
Kirsten S. Moy
(61)
Trustee of the Trust
since 1999
  Board Member, Community Reinvestment Fund (since 2003); Director, Economic Opportunities Program, The Aspen Institute (research and education) (since 2001); Director, NCB Capital Impact (since 2006).     5  

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NAME, AGE, POSITION(s)       NUMBER OF FUNDS
HELD, AND LENGTH OF       IN THE DOMINI FAMILY OF
TIME SERVED   PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS   FUNDS OVERSEEN BY TRUSTEE
INDEPENDENT TRUSTEES CONTINUED
           
 
           
William C. Osborn
(64)
Trustee of the Trust
since 1990
  Manager, Massachusetts Green Energy Fund Management 1, LLC (venture capital) (since 2004); Director, Porogen, Inc. (biotechnology) (since 2008); Director, Bandgap Engineering, Inc. (renewable energy technology) (since 2008); Director, Greentech Media, Inc. (online media) (since 2008); Manager, Commons Capital Management LLC (venture capital) (since 2000); Special Partner/Consultant, Arete Corporation (venture capital) (1999-2007); Director, CTP Hydrogen, Inc. (hydrogen generation technology) (Since 2005); Director, World Power Technologies, Inc. (power equipment production) (1999-2004); Director, Investors’ Circle (socially responsible investor network) (1999-2004).     5  
 
           
Karen Paul
(64)
Trustee of the Trust
since 1990
  Visiting Professor, Escuela Graduado Administracion Direccion Empresas, Instituto Tecnologico y de Estudios Superiores de Monterrey (2004); Professor, Catholic University of Bolivia (2003); Fulbright Fellow, U.S. Department of State (2003); Partner, Trinity Industrial Technology (1997-2002); Executive Director, Center for Management in the Americas (1997-2002); Professor of Management and International Business, Florida International University (since 1990).     5  
 
           
Gregory A. Ratliff
(48)
Trustee of the Trust
since 1999
  Senior Program Officer, Bill and Melinda Gates Foundation (since 2007); Community Investment Consultant (self-employment) (since 2002); Senior Fellow, The Aspen Institute (research and education) (2002); Director, Economic Opportunity, John D. and Catherine T. MacArthur Foundation (private philanthropy) (1997-2002).     5  
 
           
John L. Shields
(55)
Trustee of the Trust
since 2004
  Principal, MainStay Consulting Group, LLC (Management Consulting Firm) (since 2006); Director, Adverplex, Inc. (technoloigy company) (since 2008); Advisory Board Member, Vestmark, Inc. (software company) (since 2008); CEO, Open Investing, Inc. (investment advisor) (2006-2007); CEO, Harris Insight Funds Trust (mutual funds) (2005-2006); Managing Director, Navigant Consulting, Inc. (management consulting firm) (2004-2006); Advisory Board Member, Vestmark, Inc. (software company) (since 2003); Managing Principal, Shields Smith & Webber LLC (management consulting firm) (2002-2004); President and CEO, Citizens Advisers, Inc. (1998-2002); President and CEO, Citizens Securities, Inc. (1998-2002); President and Trustee, Citizens Funds (1998-2002).     5  
 
(1)   This includes all directorships (other than those of the Domini Funds) that are held by each Trustee as a director of a public company or a registered investment company.
                 
NAME, AGE, POSITION(s)       NUMBER OF FUNDS
HELD, AND LENGTH OF       IN THE DOMINI FAMILY OF
TIME SERVED   PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS   FUNDS OVERSEEN BY TRUSTEE
OFFICERS
       
 
       
Megan L. Dunphy*
(39)
Secretary of the Trust
since 2005
  Mutual Fund Counsel, Domini Social Investments LLC (since 2005); Secretary, Domini Funds (since 2005); Counsel, ING (formerly Aetna Financial Services) (financial services) (1999-2004).   N/A
 
       
Adam M. Kanzer*
(42)
Chief Legal Officer of the Trust since 2003
Vice President of the Trust
since 2007
  Managing Director (since January 2007), General Counsel and Director of Shareholder Advocacy (since 1998) and Chief Compliance Officer (April 2005-May 2005), Domini Social Investments LLC; Chief Legal Officer (since 2003), Chief Compliance Officer (April 2005-July 2005), Vice President (since April 2007), Domini Funds.   N/A
 
       
Carole M. Laible*
(45)
Treasurer of the Trust since 1997
Vice President of the Trust
since 2007
  President (since 2005), Member (since 2006), Chief Operating Officer (since 2002), and Financial/Compliance Officer (1997-2003), Domini Social Investments LLC; President and CEO (since 2002), Chief Compliance Officer (since 2001), Chief Financial Officer, Secretary, and Treasurer (since 1998), DSIL Investment Services LLC; Treasurer (since 1997), Vice President (since April 2007), Domini Funds.   N/A

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NAME, AGE, POSITION(s)       NUMBER OF FUNDS
HELD, AND LENGTH OF       IN THE DOMINI FAMILY OF
TIME SERVED   PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS   FUNDS OVERSEEN BY TRUSTEE
OFFICERS CONTINUED
       
 
       
Doug Lowe*
(52)
Assistant Secretary of the Trust since 2007
  Senior Compliance Manager and Counsel, Domini Social Investments LLC (since 2006); Assistant Secretary, Domini Funds (since April 2007); Executive Director, Morgan Stanley (2002-2005)   N/A
 
       
Steven D. Lydenberg*
(63)
Vice President of the
Trust since 1990
  Chief Investment Officer (since 2003) and Member (since 1997), Domini Social Investments LLC; Vice President, Domini Funds (since 1990).   N/A
 
       
Meaghan T. O’Rourke*
(29)
Assistant Secretary of the
Trust since 2007
  Compliance Associate (since 2005), Institutional Client Relationships Associate (2004 to 2005), Administrative Assistant (2002 to 2004), Domini Social Investments LLC; Assistant Secretary, Domini Funds (since April 2007)   N/A
 
       
Christina Povall*
(39)
Assistant Treasurer of the
Trust since 2007
  Director of Finance, Domini Social Investments LLC (since 2004); Assistant Treasurer, Domini Funds (since April 2007); Senior Manager, PricewaterhouseCoopers LLP (independent registered public accounting firm) (1999-2004).   N/A
 
       
Maurizio Tallini*
(35)
Chief Compliance Officer
of the Trust since 2005
Vice President of the
Trust since 2007
  Member (since August 2007); Managing Director (since January 2007), Chief Compliance Officer (since 2005), Domini Social Investments LLC; Vice President (since April 2007). Chief Compliance Officer (since 2005), Domini Funds; Venture Capital Controller, Rho Capital Partners (venture capital) (2001-2005).   N/A
Committees
The Board of Trustees of the Trust has a standing Audit Committee composed of all of the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act (the “Independent Trustees”). The Audit Committee met twice during the Funds’ last fiscal year to review the internal and external accounting procedures of the Funds and, among other things, to consider the selection of the independent registered public accountant for the Funds, to approve all significant services proposed to be performed by the accountants, and to consider the possible effect of such services on their independence.
The Board of Trustees also has a standing Nominating Committee. All of the Independent Trustees are members of the Nominating Committee. The Nominating Committee did not meet during the Funds’ last fiscal year. The Nominating Committee is responsible for, among other things, recommending candidates to fill vacancies on the Board of Trustees. The Nominating Committee will consider nominees recommended by shareholders. If you would like to recommend a nominee to the Nominating Committee, please deliver your recommendation in writing to the Secretary of the Trust, 536 Broadway, 7th Floor, New York, New York 10012.

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OWNERSHIP OF SHARES IN THE FUNDS AND IN OTHER ENTITIES
The following table shows the amount of equity securities owned by the Trustees in the Equity Fund, European Equity Fund, European PacAsia Fund, PacAsia Fund and the Bond Fund, and in all investment companies in the Domini family of funds supervised by the Trustees as of December 31, 2007. [TO BE UPDATED BY AMENDMENT]
                                                                   
            Range of   Range of   Range of           Aggregate Range
    Range of   Investment in   Investment in   Investment in   Range of   of Investment
    Investment in   the European   the European   the PacAsia   Investment in   in Domini
Name of Trustee   the Equity Fund   Fund   PacAsia Fund   Fund   the Bond Fund   Family of Funds
Interested Trustee:
                                               
Amy L. Domini
  over $100,00   $ 10,001-$50,000     $ 0     $ 0     $ 50,001-$100,00   over $100,000
 
                                               
Independent Trustees:
                                               
Julia E. Harris
  under $10,000   $ 0     $ 0     $ 0     $ 0     under $10,000
Kirsten S. Moy
  $ 10,001-$50,000     under $10,000   $ 0     $ 0     $ 0     $ 10,001-$50,000  
William C. Osborn
  over $100,000   $ 50,001-$100,00     $ 0     $ 0     $ 0     over $100,000
Karen Paul
  $ 10,001-$50,000     under $10,000   under $10,000   under $10,000   $ 0     $ 50,001-$100,000  
Gregory A. Ratliff
  $ 10,001-$50,000     $ 0     $ 0     $ 0     $ 0     $ 10,001-$50,000  
John L. Shields
  $ 10,001-$50,000     $ 0     $ 0     $ 0     $ 0     $ 10,001-$50,000  
COMPENSATION AND INDEMNITY OF TRUSTEES
Each of the Independent Trustees receives an annual retainer for serving as a Trustee of the Trust of $14,000 and the Chair of the Audit Committee receives an additional $5,000. Each Independent Trustee also receives $1,500 for attendance at each joint meeting of the Boards of the Trust (reduced to $625 in the event that a Trustee participates at an in-person meeting by telephone). In addition, each Trustee receives reimbursement for reasonable expenses incurred in attending meetings.
Information regarding compensation paid to the Trustees by the Trust for the fiscal year ended July 31, 2008, is set forth below. Ms. Domini is not compensated by the Trust for her service as a Trustee because of her affiliation with Domini.

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Compensation Table [TO BE UPDATED BY AMENDMENT]
                                 
                            Total Compensation
            Pension or Retirement   Estimated   from Trust and Fund
    Aggregate Compensation   Benefits Accrued as   Benefits Upon   Complex Paid to
Name of Trustee   from the Trust   Part of Trust Expenses   Retirement   Trustees(1)
Interested Trustee:
                               
Amy L. Domini
  None   None   None   None
Julia E. Harris
  $ 7,283     None   None   $ 16,625  
Kirsten S. Moy
  $ 7,283     None   None   $ 16,625  
William C. Osborn
  $ 7,000     None   None   $ 16,000  
Karen Paul
  $ 7,283     None   None   $ 16,625  
Gregory A. Ratliff
  $ 7,283     None   None   $ 16,625  
John L. Shields
  $ 7,283     None   None   $ 16,625  
 
(1)   As of July 31, 2008, there were 14 funds in the Domini family of funds.
The Trust’s Declaration of Trust provides that it will indemnify its Trustees and officers (the “Indemnified Parties”) against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless, as to liability to the Trust or its shareholders, it is finally adjudicated that the Indemnified Parties engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in their offices, or unless with respect to any other matter it is finally adjudicated that the Indemnified Parties did not act in good faith in the reasonable belief that their actions were in the best interests of the Trust. In case of settlement, such indemnification will not be provided unless it has been determined by a court or other body approving the settlement or other disposition, or by a reasonable determination, based upon a review of readily available facts, by vote of a majority of Disinterested Trustees or in a written opinion of independent counsel, that such Indemnified Parties have not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties.
[As of October 31, 2008, all Trustees and officers of the Trust as a group owned less than 1% of any Fund’s outstanding shares. ]
[As of October 31, 2008, the following shareholders of record owned 5% or more of the outstanding Investor shares of the Equity Fund: Charles Schwab & Co., Reinvest Account, Attn: Mutual Funds Dept, 101 Montgomery St., San Francisco, CA 94104-4122 (3,873,374.555 shares, 13.06%); National Financial Services Corp., For the Exclusive Benefit of Customers, Church Street Station, PO Box 3908, New York, NY 10008-3908 (3,189,384.178 shares, 10.8%); John Hancock Life Insurance Company of USA, RPS SEG Funds & Accounting ET-7, 601 Congress St., Boston, MA 02210-2805 (2,841,321.064 shares, 9.6%); and Fidelity Investments Inst Operations Co. Inc., As Agent for Certain Emp Benefit Plans, Plan 02135, 100 Magellan Way # KWIC, Covington, KY 41015-1987 (1,898,923.692 shares 6.4%). As of October 31, 2007, the following shareholders of record own 5% or more of the outstanding Class R shares of the Equity Fund: Fidelity Investments Inst Operations Co. Inc., As Agent for Certain Emp Benefit Plans, Plan 02109, 100 Magellan Way # KWIC, Covington, KY 41015-1987 (2,914,242.601 shares 63.5%); T Rowe Price Retirement Plan Serv, FBO Retirement Plan Clients, 4515 Painters Mill Road, Owings Mills, MD 21117 ( 699,421.804 shares, 15.2%); Wells Fargo Bank NA, FBO Agnesian Healthcare Retirement 44076804, PO Box 1533, Minneapolis, MN 55480 (376,566.069 shares, 8.2%); and Colorado County Officials and Retirement Assoc Trust, CCOERA 401A and 457 Plan, c/o Great West, 8515 E Orchard Rd. 2T2, Greenwood Village, CO 80111 (341,797.168 shares, 7.4%). The Equity Fund has no knowledge of any other owners of record or beneficial owners of 5% or more of any class of the outstanding shares of that Fund. ]
[As of October 31, 2008, the following shareholders of record owned 5% or more of the outstanding Investor shares of the European Equity Fund: Bank of America NA, Cust Loring Wolcott & Coolidge Global, Attn: MFO 8528590, PO Box 831575, Dallas, TX 75283-1575 (2,385,543.263 shares, 28.0%); and Charles Schwab & Co Inc., Reinvest Account, Attn: Mutual Funds Dept, 101 Montgomery St., San Francisco CA 94104-4122 (1,621,968.565 shares, 19.0%). As of October 31, 2007, no Class R shares of the European Equity Fund were issued or outstanding. The European Equity Fund has no knowledge of any other owners of record or beneficial owners of 5% or more of any class of the outstanding shares of that Fund.]
[As of October 31, 2008, the following shareholder of record owned 5% or more of the outstanding Investor shares of the European PacAsia Equity Fund: Charles Schwab & Co. Inc., Reinvest Account, Attn: Mutual Funds Dept, 101 Montgomery St., San Francisco, CA 94104-4122 (737,411.674 shares, 47.4%). The European PacAsia Equity Fund has no knowledge of any other owners of record or beneficial owners of 5% or more of any class of the outstanding shares of that Fund. ]

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[As of October 31, 2008, the following shareholder of record owned 5% or more of the outstanding Investor shares of the PacAsia Equity Fund: Bank of America NA, Cust Loring Wolcott & Coolidge Global, Attn: MFO 852 8590, PO Box 831575, Dallas, TX 75283-1575, (1,514,488.421 shares, 55.1%); and Charles Schwab & Co. Inc., Reinvest Account, Attn: Mutual Funds Dept, 101 Montgomery St., San Francisco, CA 94104-4122 (248,574.008 shares, 9.0%). The PacAsia Equity Fund has no knowledge of any other owners of record or beneficial owners of 5% or more of any class of the outstanding shares of that Fund. ]
[As of October 31, 2008, the following shareholders of record owned 5% or more of the outstanding Investor shares of the Bond Fund: Charles Schwab & Co. Inc., Special Custody Account for the Benefit of Customers, Attn: Mutual Funds Dept, 101 Montgomery St., San Francisco, CA 94104-4122 (2,091,572.965 shares, 30.9%); and National Financial Services, For the Exclusive Benefit of Our Customers, Attn: Mutual Funds Dept, 200 Liberty St, One World Financial Center, New York, NY 10281 (961,811.002 shares, 14.2%). The Bond Fund has no knowledge of any other owners of record or beneficial owners of 5% or more of any class of the outstanding shares of that Fund. ]
Manager
Domini is a Massachusetts limited liability company with offices at 536 Broadway, 7th Floor, New York, NY 10012, and is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The names of the persons who control the adviser and the basis of the person’s control are as follows: Amy L. Domini (aka Thornton), Chair of the Board and President of the Trust and the Manager and Chief Executive Officer of Domini; Steven D. Lydenberg, Vice President of the Trust and Chief Investment Officer of Domini; Carole Laible, Treasurer and Vice President of the Trust, and the President and Chief Operating Officer of Domini; Adam M. Kanzer, Chief Legal Officer and Vice President of the Trust and Managing Director, General Counsel and Director of Shareholder Advocacy of Domini; Maurizio Tallini, Chief Compliance Officer and Vice President of the Trust and Managing Director and Chief Compliance Officer of Domini.
Domini manages the assets of the Stock Funds and the Bond Fund pursuant to separate Management Agreements. The services provided by Domini include furnishing an investment program for the Funds. Domini will have authority to determine from time to time what securities are purchased, sold, or exchanged, and what portion of assets of each of the Funds is held uninvested. Domini will also perform such administrative and management tasks for the Funds as may from time to time be reasonably requested, including: (a) maintaining office facilities and furnishing clerical services necessary for maintaining the organization of the Funds and for performing administrative and management functions, (b) supervising the overall administration of the Funds, including negotiation of contracts and fees with, and monitoring of performance and billings of, the transfer agent, shareholder servicing agents, custodian, and other independent contractors or agents of the Funds, as applicable, (c) overseeing (with the advice of the counsel to the Funds) the preparation of and, if applicable, the filing of all documents required for compliance by the Funds with applicable laws and regulations, including registration statements, prospectuses, and statements of additional information, Semi-Annual and Annual Reports to shareholders, proxy statements, and tax returns, (d) preparing agendas and supporting documents for, and minutes of meetings of, the Trustees, committees of the Trustees, and shareholders, (e) arranging for maintenance of the books and records of the Funds, (f) maintaining telephone coverage to respond to investor and shareholder inquiries; and (g) answering questions from the general public, the media, and shareholders of the Funds regarding the securities holdings of the Funds, limits on investment, and the Funds’ proxy voting philosophy and shareholder activism philosophy. Domini provides persons satisfactory to the Board of Trustees of the Trust to serve as officers of the Trust, as applicable. Such officers, as well as certain other employees and Trustees of the Trust, may be directors, officers, or employees of Domini or its affiliates. Domini furnishes at its own expense all facilities and personnel necessary in connection with providing these services.

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Unless otherwise terminated, the Management Agreements for each Stock Funds will continue in effect if such continuance is specifically approved by October 26, 2009 with respect to the Management Agreement for the Equity Fund and by April 30, 2009, with respect to the Management Agreements for each of the European Equity Fund, European PacAsia Equity Fund and PacAsia Equity Fund, and at least annually thereafter by the Board of Trustees or by a majority of the outstanding voting securities of the applicable Fund at a meeting called for the purpose of voting on such Management Agreement (with the vote of each investor in the applicable Fund being in proportion to the amount of its investment), and, in either case, by a majority of the Trustees who are not parties to such Management Agreement or interested persons of any such party at a meeting called for the purpose of voting on such Management Agreement.
Unless otherwise terminated, the Management Agreement for the Bond Fund will continue in effect if such continuance is specifically approved by April 30, 2009, and at least annually thereafter by the Board of Trustees or by a majority of the outstanding voting securities of the Fund at a meeting called for the purpose of voting on the Management Agreement, and, in either case, by a majority of the Trustees who are not parties to the Management Agreement or interested persons of any such party at a meeting called for the purpose of voting on the Management Agreement.
Each Management Agreement provides that Domini may render services to others. Domini may employ, at its own expense, or may request that the Funds, as applicable, employ (subject to the requirements of the 1940 Act) one or more subadvisors or submanagers, subject to Domini’s supervision. Each Management Agreement is terminable without penalty on not more than 60 days’ nor less than 30 days’ written notice by the Funds, as applicable, when authorized either by a majority vote of the outstanding voting securities of the Funds, as applicable, or by a vote of a majority of the Board of Trustees of the Trust, as applicable, or by Domini, and will automatically terminate in the event of its assignment. Each Management Agreement provides that neither Domini nor its personnel shall be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in its services to the Funds, as applicable, except for willful misfeasance, bad faith, or gross negligence or reckless disregard of its or their obligations and duties under such Management Agreement.

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EQUITY FUND
Under the Management Agreement between the Equity Fund and Domini effective November 28, 2008, Domini receives fees for advisory services to the Equity Fund at the following rates: 0.30% of the first $2 billion of net assets managed, 0.29% of the next $1 billion of net assets managed, and 0.28% of net assets managed in excess of $3 billion. Domini also provides administrative services to the Equity Fund under the Management Agreement. Currently, Domini is reducing its fee to the extent necessary to keep the aggregate operating annual expenses of the Equity Fund (excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and reimbursements, at no greater than 1.20%, 1.18%, 0.65%, and 0.90% of the average daily net assets of the Investor, Class A, Institutional and Class R shares of the Equity Fund, respectively. The Equity Fund did not incur any management fees under the Management Agreement for the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, because the Management Agreement was not in effect during those periods.
Prior to November 28, 2008, Domini received aggregate fees for advisory services to the Domini Social Equity Trust (the “Equity Trusr”), the master fund in which the Equity Fund formerly invested substanitally all of its assets, under a separate investment management agreement at the following rate: 0.30% of the first $2 billion of net assets managed, 0.29% of the next $1 billion of net assets managed, and 0.28% of net assets managed in excess of $3 billion.
Prior to November 30, 2006, Domini received aggregate fees for advisory services to the Equity Trust under a prior investment management agreement with Domini at the following rates: 0.20% of the first $2 billion of net assets managed, 0.19% of the next $500 million of net assets managed, and 0.18% of net assets managed in excess of $2.5 billion.
For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, the Equity Trust incurred approximately $[ ], $3,607,711, and $3,024,139, respectively, in management fees pursuant to its separate investment management agreement with Domini, after waivers.
EUROPEAN EQUITY FUND
Under the Management Agreement between the European Equity Fund and Domini, Domini receives fees for advisory services to the European Equity Fund at the following rates: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million, and 0.88% of net assets managed in excess of $500 million. Domini also provides administrative services to the European Equity Fund under the Management Agreement. Currently, Domini is reducing its fee to the extent necessary to keep the aggregate operating annual expenses of the European Equity Fund (excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and reimbursements, at no greater than 1.60% and 1.57% of the average daily net assets of the Investor and Class A shares of the European Equity Fund, respectively.
Prior to November 28, 2008, Domini received aggregate fees for advisory services to the Domini European Social Equity Trust (the “European Equity Trust”), the master fund in which the European Equity Fund formerly invested substanitally all of its assets, under a separate investment management agreement. at the following rates: 0.75% of the first $250 million of net assets managed, 0.70% of the next $250 million of net assets managed, and 0.65% of net assets managed in excess of $500 million.
Prior to November 28, 2008, Domini received aggregate fees for services with respect to the European Equity Fund at the following rate: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million of net assets managed, and 0.88% of net assets managed in excess of $500 million minus the aggregate management fee allocated to the European Equity Fund by the European Equity Trust.
For the fiscal year ended July 31, 2008 and fiscal periods ended July 31, 2007, and July 31, 2006, the European Equity Trust incurred approximately $[     ]. $717,602 and $68,431, respectively, in management fees pursuant to its separate management agreement with Domini, and the European Equity Fund incurred approximately $[     ], $252,035 and $39,217, respectively, pursuant to its management agreement with Domini, after waivers.

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EUROPEAN PACASIA EQUITY FUND
Under the Management Agreement between the European PacAsia Equity Fund and Domini, Domini receives fees for advisory services to the European PacAsia Equity Fund at the following rates: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million, and 0.88% of net assets managed in excess of $500 million. Domini also provides administrative services to the European PacAsia Equity Trust under the Management Agreement. Currently, Domini is reducing its fee to the extent necessary to keep the aggregate operating annual expenses of the European PacAsiaEquity Fund (excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and reimbursements, at no greater than 1.60% and 1.57% of the average daily net assets of the Investor and Class A shares of the European PacAsia Equity Fund, respectively.
Prior to November 28, 2008, Domini received aggregate fees for advisory services to the Domini European PacAsia Social Equity Trust (the “European PacAsia Equity Trust”), the master fund in which the European PacAsia Equity Fund formerly invested substantially all of its assets, under a separate investment management agreement, at the following rates: 0.75% of the first $250 million of net assets managed, 0.70% of the next $250 million of net assets managed, and 0.65% of net assets managed in excess of $500 million.
Prior to November 28, 2008, Domini received aggregate fees for services with respect to the European PacAsia Equity Fund at the following rate: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million of net assets managed, and 0.88% of net assets managed in excess of $500 million minus the aggregate management fee allocated to the European PacAsia Equity Fund by the European PacAsia Equity Trust.
For the fiscal year ended July 31, 2008. and the fiscal period ended July 31, 2007, the European PacAsia Equity Trust incurred approximately $[ ] and $0 in management fees pursuant to its separate management agreement with Domini, and the European PacAsia Equity Fund incurred approximately $[ ] and $0 pursuant to its Management Agreement with Domini, after waivers. The European PacAsia Equity Trust and the European PacAsia Equity Fund did not pay any fees to Domini under the respective management agreements as of July 31, 2006, because the European PacAsia Equity Trust and the European PacAsia Equity Fund had not commenced operations.
PACASIA EQUITY FUND
Under the Management Agreement between the PacAsia Equity Fund and Domini, Domini receives fees for advisory services to the PacAsia Equity Fund at the following rates: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million, and 0.88% of net assets managed in excess of $500 million. Domini also provides administrative services to the European PacAsia Equity Fund under the Management Agreement. Currently, Domini is reducing its fee to the extent necessary to keep the aggregate operating annual expenses of the PacAsia Equity Fund (excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and reimbursements, at no greater than 1.60% and 1.57% of the average daily net assets of the Investor and Class A shares of the PacAsia Equity Fund, respectively.
Prior to November 28, 2008, Domini received aggregate fees for advisory services to the Domini PacAsia Social Equity Trust (the “PacAsia Social Equity Trust”), the master fund in which the PacAsia Equity Fund formerly invested, under a separate investment management agreement, at the following rates: 0.75% of the first $250 million of net assets managed, 0.70% of the next $250 million of net assets managed, and 0.65% of net assets managed in excess of $500 million minus the aggregate management fee allocated to the PacAsia Equity Fund by the PacAsia Equity Trust.
Prior to November 28, 2008, Domini received aggregate fees for services with respect to the European PacAsia Equity Fund at the following rate: 1.00% of the first $250 million of net assets managed, 0.94% of the next $250 million of net assets managed, and 0.88% of net assets managed in excess of $500 million minus the aggregate management fee allocated to the PacAsia Equity Fund by the European Equity Trust.
For the fiscal year ended July 31, 2008, and fiscal period ended July 31, 2007, the PacAsia Equity Trust incurred approximately $[      ] and $0 in management fees pursuant to its separate management agreement with Domini, and the PacAsia Equity Fund incurred approximately $[      ] and $1,271 pursuant to its Management Agreement with Domini, after waivers. The PacAsia Equity Trust and the PacAsia Equity Fund did not pay any fees to Domini under the respective management agreements as of July 31, 2006, because the PacAsia Equity Trust and the PacAsia Equity Fund had not commenced operations.

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BOND FUND
Under the Management Agreement between the Trust, with respect to the Bond Fund and Domini, Domini receives fees for advisory services with respect to the Bond Fund at the following rates: 0.40% of the first $500 million of net assets managed, 0.38% of the next $500 million of net assets managed, and 0.35% of net assets managed in excess of $1 billion.
For the fiscal years ended July 31, 2008. July 31, 2007, and July 31, 2006, the Bond Fund paid $[      ],. $85,261, and $179,413, respectively, in management fees pursuant to its Management Agreement with Domini, after waivers.
SUBMANAGERS
EQUITY FUND, EUROPEAN EQUITY FUND, EUROPEAN PACASIA EQUITY FUND AND PACASIA EQUITY FUND
Wellington Management Company, LLP (“Wellington Management”) submanages the assets of each of the Equity Fund, European Equity Fund, European PacAsia Equity Fund, and PacAsia Equity Fund pursuant to an investment submanagement agreement with Domini (the “Submanagement Agreement”). Wellington Management furnishes at its own expense all services, facilities, and personnel necessary in connection with managing each of the above-referenced Fund’s investments and effecting securities transactions for each Stock Fund. The Submanagement Agreement with Wellington Management will continue in effect if such continuance is specifically approved by October 26, 2009, and at least annually thereafter by the Board of Trustees or by a majority vote of the outstanding voting securities of the applicable Fund at a meeting called for the purpose of voting on such Fund’s Submanagement Agreement (with the vote of each being in proportion to the amount of its investment), and, in either case, by a majority of the Trustees who are not parties to such Submanagement Agreement or interested persons of any such party at a meeting called for the purpose of voting on such Submanagement Agreement.
Wellington Management is a Massachusetts limited liability partnership with principal offices at 75 State Street, Boston, Massachusetts 02109. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 70 years. As of July 31, 2008, Wellington Management had investment management authority with respect to approximately $535 billion in assets.
The following information regarding each investment professional’s compensation, other accounts, and ownership of Fund shares has been provided by Wellington Management.
Mr. Mammen Chally, CFA, vice president and equity portfolio manager of Wellington Management has been the portfolio manager primarily responsible for the day-to-day management of the EQUITY FUND, or the fund in which it formerly invested substantially all of its assets since 2006. Mr. Chally joined Wellington Management as an investment professional in 1994. In addition to his responsibilities regarding the Equity Fund, as of July 31, 2008, Mr. Chally has day-to-day management responsibilities for the assets of: (i) five registered investment companies with approximately $2,557,753,077 in assets under management, (ii) thirteen other pooled investment vehicles with approximately $727,131,226 in assets under management, and (iii) eleven other accounts with a total of approximately $4,378,202,868 in assets under management. Two of these funds or accounts (with $720,045,255 in aggregate assets) pay performance-based fees to Wellington Management.

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Ms. Doris T. Dwyer, vice president and equity portfolio manager of Wellington Management has provided portfolio management and securities analysis services to the EUROPEAN EQUITY FUND, or the fund in which it formerly invested substantially all of its assets since 2005. Ms. Dwyer joined Wellington Management as a portfolio manager in 1998. In addition to her responsibilities regarding the European Equity Fund, as of July 31, 2008, Ms. Dwyer has day-to-day management responsibilities for the assets of: (i) eight registered investment companies with approximately $1,671,448,697 in assets under management, (ii) four other pooled investment vehicles with approximately $132,872,430 in assets under management, and (iii) eight other accounts with a total of approximately $1,704,732,617 in assets under management. One of these funds or accounts (with $168,985,069 in aggregate assets) pay performance-based fees to Wellington Management.
Mr. Manjit S. Bakshi, CFA, vice president and equity portfolio manager has served as the portfolio manager primarily responsible for the day-to-day management of the EUROPEAN PACASIA EQUITY FUND and PACASIA EQUITY FUND, or the funds in which each formerly invested substantially all of its assets since 2006. Prior to joining Wellington Management as a portfolio manager in 2004, Mr. Bakshi was a senior managing director at TIAA-CREF (2004), and chief operating officer for RISConsulting LLC (2003).
In addition to his responsibilities regarding the European PacAsia Fund, as of July 31, 2008, Mr. Bakshi has day-to-day management responsibilities for the assets of: (i) one other registered investment company with approximately $28,549,289 is assets under management, (ii) three other pooled investment vehicles with approximately $20,617,215 in assets under management, and (iii) two other accounts with a total of approximately $249,729,876 in assets under management. None of these funds or accounts pays performance-based fees to Wellington Management. In addition to his responsibilities regarding the PacAsia Fund, as of July 31, 2008, Mr. Bakshi has day-to-day management responsibilities for the assets of: (i) one other registered investment company with approximately $22,625,592 in assets under management, (ii) three other pooled investment vehicles with approximately $20,617,215 in assets under management, and (iii) two other accounts with a total of approximately $249,729,876 in assets under management. None of these funds or accounts pays performance-based fees to Wellington Management.
CONFLICTS OF INTEREST BETWEEN THE EQUITY FUND, EUROPEAN EQUITY FUND, EUROPEAN PACASIA EQUITY FUND, PACASIA EQUITY FUND, AND OTHER ACCOUNTS SUBADVISED BY WELLINGTON MANAGEMENT
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Fund’s manager listed in the prospectus who is primarily responsible for the day-to-day management of the Stock Funds (the “Portfolio Managers”) generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the Stock Funds. The Portfolio Managers make investment decisions for each account, including the Stock Funds, based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Stock Funds and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Stock Funds. The Portfolio Managers or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Stock Funds, or make investment decisions that are similar to those made for the Stock Funds, both of which have the potential to adversely impact the Stock Funds depending on market conditions. For example, a Portfolio Manager may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the Stock Funds and one or more other accounts at or about the same time, and in those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Stock Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Stock Funds. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management, and where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

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Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high-quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary fund guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single portfolio, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.
COMPENSATION OF WELLINGTON MANAGEMENT INVESTMENT PROFESSIONALS
Wellington Management receives a fee based on the assets under management of each Fund as set forth in the applicable Submanagement Agreement between Wellington Management and Domini with respect to each Fund. Wellington Management pays its Investment Professionals out of its total revenues and other resources, including the advisory fees earned with respect to each Fund. The following information relates to the fiscal year ended July 31, 2008.
Wellington Management’s compensation structure is designed to attract and retain high-caliber Investment Professionals necessary to deliver high-quality investment management services to its clients. Wellington Management’s compensation of each Fund’s manager listed in the prospectus who is primarily responsible for the day-to-day management of the Funds (“Portfolio Managers”) includes a base salary and incentive components. The base salary for each Portfolio Manager is determined by the Portfolio Manger’s experience and performance in their role as Portfolio Managers. Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of the Portfolio Manager’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final oversight responsibility for base salaries for employees of the firm. Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the applicable Stock Fund managed by the Portfolio Manager and generally each other portfolio managed by such Portfolio Manager. The Portfolio Managers’ incentive payments relating to a Fund will be linked to the gross pre-tax performance of the applicable Fund compared to the Fund’s benchmark index as follows: (i) for the Equity Fund, the Domini US Optimized Customized Benchmark (prior to 3/1/2008, the S&P 500 Index); (ii) for the European Equity Fund, the Domini Europe Optimized Customized Benchmark (prior to 3/1/2008, the MSCI Europe Index); (iii) for the European PacAsia Equity Fund, the Domini Europe Optimized Customized Benchmark (prior to 3/1/2008, the MSCI EAFE Index); and (iv) for the PacAsia Equity Fund, the Domini Asia Pacific Optimized Customized Benchmark (prior to 3/1/2008, the MSCI Asia Pacific Index) as modified by the application of Domini’s social and environmental standards over one- and three-year periods, with an emphasis on three-year results once a Fund has been submanaged by Wellington Management for three years or longer. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods, and rates may differ) to other accounts managed by the Portfolio Managers, including accounts with performance fees. Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on factors other than account performance.

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As of July 31, 2008, Ms. Dwyer did not own any equity securities of the European Equity Fund.
As of July 31, 2008, Mr. Chally did not own any equity securities of the Equity Fund.
As of July 31, 2008, Mr. Bakshi beneficially did not own any equity securities of the European PacAsia Equity Fund or PacAsia Equity Fund.
BOND FUND
Seix Investment Advisors, LLC (“Seix”), manages the assets of the Bond Fund pursuant to the Bond Fund Submanagement Agreement. The Bond Fund Submanager furnishes at its own expense all services, facilities, and personnel necessary in connection with managing the Bond Fund’s investments and effecting securities transactions for the Bond Fund. The Bond Fund Submanagement Agreement will continue in effect if such continuance is specifically approved at least annually by the Bond Fund’s Board of Trustees or by a majority vote of the outstanding voting securities of that Fund at a meeting called for the purpose of voting on the Bond Fund Submanagement Agreement, and, in either case, by a majority of the Bond Fund’s Trustees who are not parties to the Bond Fund Submanagement Agreement or interested persons of any such party at a meeting called for the purpose of voting on the Bond Fund Submanagement Agreement.
Seix, established in 2007 and registered with the SEC as an investment adviser in January 2008, is a wholly-owned subsidiary of Ridgeworth Capital Management, Inc. (“Ridgeworth”) (formerly named Trusco Capital Management, Inc.). Seix Advisors, a fixed-income division of Ridgeworth, provided investment submanagement services until April 25, 2008. Seix Advisors was spun-off into Seix in connection with a corporate reorganization of Ridgeworth. Seix is located at 10 Mountainview Road, Suite C-200, Upper Saddle River, NJ 07458. Ridgeworth is a wholly owned subsidiary of SunTrust Banks, Inc. As of September 30, 2008, Seix had approximately $[74.1] billion in assets under management. Seix managed approximately $5.3 billion in socially responsible assets as of July 31, 2008.
The following information regarding each investment professional’s compensation, other accounts, and ownership of Fund shares has been provided by Seix.
James Keegan has served as the portfolio manager primarily responsible for the day-to-day management of the Bond Fund since April 2008. Mr. Keegan joined Seix as the Chief Investment Officer and member of the Investment Grade Funds’ management team in March 2008. Mr. Keegan has more than 25 years of investment experience. Prior to joining Seix, Mr. Keegan was a senior vice president at American Century Investments (2006-2008), private investor (2003-2006), and chief investment officer for Westmoreland Capital Management, LLC (2002-2003). In addition to his responsibilities regarding the Bond Fund, as of July 31, 2008, Mr. Keegan has day-to-day management responsibilities for the assets of: (i) 7 other registered investment companies with approximately $2.5 billion in assets under management, (ii) 13 other pooled investment vehicles with approximately $994.6 billion in assets under management, and (iii) 149 other accounts with a total of approximately $6.6 billion in assets under management. Two of these funds or accounts (with $332.9 million in aggregate assets) pay performance-based fees to Seix.

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CONFLICTS OF INTEREST BETWEEN THE BOND FUND AND OTHER ACCOUNTS ADVISED BY SEIX
Seix has policies and procedures in place to address potential conflicts of interest that may arise between a portfolio manager’s management of the fund and his or her management of other funds or accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, Seix believes that all issues relating to potential material conflicts of interest involving the Bond Fund and its other managed accounts have been addressed.
Compensation of Seix Investment Professionals
Seix Portfolio Managers earn competitive salaries from the Bond Portfolio Submanager. Portfolio Managers receive bonuses based on the pre-tax performance of their accounts relative to the applicable account benchmark and peer groups over a calendar year. The method for determining Mr. Keegan’s compensation is the same as for any other account he manages. In addition, Portfolio Managers are provided a benefits package. The percentage of each individual’s compensation provided by these benefits is dependant upon length of employment, salary level, and several other factors. In addition, certain portfolio managers may be eligible for one or more of the following additional benefit plans:
All full-time employees of Seix, including portfolio managers, are provided a benefits package on substantially similar terms. The percentage of each individual’s compensation provided by these benefits is dependant upon length of employment, salary level, and several other factors. In addition, certain portfolio managers may be eligible for one or more of the following additional benefit plans:
o 401 Excess Plan — This plan provides benefits that would otherwise be provided under the qualified cash or deferred ESOP plan adopted by the Adviser, were it not for the imposition of certain statutory limits on qualified plan benefits. Individuals within specific salary levels are eligible for this plan. Participation in the plan is voluntary. So long as an employee meets the criteria, he or she is approved to participate.
o ERISA Excess Retirement Plan — This plan provides for benefits to certain executives that cannot be paid to them under tax-qualified pension plans as a result of federal restrictions. Participants who are eligible for this plan are those key executives who have earned retirement benefits in excess of the allowable limits and are designated as Participants by the Compensation Committee.
o Voluntary Functional Incentive Plan Deferral — This plan is a provision of a SunTrust Deferred Compensation Plan, which allows participants of selected annual incentive plans to voluntarily defer portions of their incentive. Eligibility to participate in this plan is offered to employees of selected incentive plans who earn above a specified level of total compensation in the year prior to their deferral. The Bond Fund Submanager’s annual incentive plans available to investment professionals offer this provision to employees who meet the compensation criteria level.
o Stock Option Awards — Stock options are granted annually to certain select individuals in specific compensation grade levels. Participation must be approved by the individual’s senior executive for the business.
o Restricted Stock Awards — Restricted stock awards are granted to certain select individuals on a case-by-case basis to address special retention issues. Most salaried employees of SunTrust are eligible for restricted stock awards. The awards often vest based on the recipient’s continued employment with the Bond Fund Submanager, but these awards may also carry additional vesting requirements, including performance conditions.
The relative mix of compensation represented by investment results, bonus, and salary will vary depending on the individual’s results, contributions to the organization, adherence to portfolio compliance, and other factors.
As of July 31, 2008, Mr. Keegan did not own any equity securities of the Domini Social Bond Fund.
Each Submanagement Agreement provides that the applicable submanager may render services to others. Each Submanagement Agreement is terminable without penalty upon not more than 60 days’ nor less than 30 days’ written notice by a Stock Fund, or the Bond Fund, as the case may be, when authorized either by majority vote of the outstanding voting securities in the Stock Fund (with the vote of each being in proportion to the amount of their investment), or the Bond Fund, as applicable, or by a vote of the majority of the appropriate Board of Trustees, or by Domini with the consent of the Trustees, and may be terminated by the applicable Submanager on not less than 90 days’ written notice to Domini and the Trustees, and will automatically terminate in the event of its assignment. Each Submanagement Agreement provides that the applicable Submanager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in its services to a Stock Fund, or the Bond Fund, as the case may be, except for willful misfeasance, bad faith, or gross negligence or reckless disregard for its or their obligations and duties under the Submanagement Agreement.

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Equity Fund
Under the Submanagement Agreement, Domini pays Wellington Management an annual investment submanagement fee equal to:
0.30% of the first $250 million of net assets managed;
0.25% of the next $750 million of net assets managed; and
0.225% of net assets managed in excess of $1 billion.
Wellington Management became the submanager of the Equity Fund effective November 28, 2008. The Equity Fund did not pay an submanagement fees for the fiscal year ended July 31, 2008, because the Submanagement Agreement was not in effect during the period.
For the period from November 30, 2006 to November 28, 2008, Wellington Management served as the submanager of the Equity Trust, the master fund in which the Equity Fund formerly invested substantially all of its assets. Under a separate investment submanagement agreement with Wellington Management, Domini paid an investment submanagement fee equal to:
0.30% of the first $250 million of net assets managed;
0.25% of the next $750 million of net assets managed; and
0.225% of net assets managed in excess of $1 billion.
Prior to November 30, 2006, SSgA Funds Management, Inc. (“SSgA”) served as the Equity Trust’s investment submanager. Under an investment submanagement agreement with SSgA, Domini paid an investment submanagement fee equal to the greater of $300,000 or the fee based on the following schedule:
0.02% of the first $1 billion of net assets managed;
0.01% of the next $1 billion of net assets managed; and
0.0075% of net assets managed in excess of $2 billion.
For the fiscal year ended July 31, 2008, the Equity Trust paid a total of $                     to Wellington Management for submanagement services. For the fiscal period from November 30, 2006 to July 31, 2007, the Equity Trust paid a total of $2,314,786 to Wellington Management for submanagement services. For the period from August 1, 2006 to November 29, 2006, and for the fiscal year ended July 31, 2006, the Equity Trust paid a total of $100,274 and $300,000 to SSgA for submanagement services.

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European Equity Fund
Under the Submanagement Agreement, Domini pays Wellington Management an annual investment submanagement fee equal to the fee based on the following schedule:
0.75% of the first $25 million of net assets managed;
0.65% of the next $25 million of net assets managed;
0.50% of the next $250 million of net assets managed; and
0.45% of net assets managed in excess of $300 million.
Wellington Management became the submanager of the European Equity Fund effective November 28, 2008. The European Equity Fund did not pay an submanagement fees for the fiscal year ended July 31, 2008, because the Submanagement Agreement was not in effect during that period.
For the period from October 3, 2005, to November 28, 2008, Wellington Management served as the submanager of the European Equity Trust, the master fund in which the Equity Fund formerly invested substantially all of its assets. Under a separate investment submanagement agreement with Wellington Management, Domini paid an investment submanagement fee equal to:
0.75% of the first $25 million of net assets managed;
0.65% of the next $25 million of net assets managed;
0.50% of the next $250 million of net assets managed; and
0.45% of net assets managed in excess of $300 million.
There was no minimum annual fee for the first 18 months after the date of initial funding of the European Equity Trust (until April 1, 2007). The minimum fee payable by Domini to Wellington Management pursuant to the Submanagement Agreement for the 12-month period from April 1, 2007, and each 12-month period thereafter is $350,000.
For the fiscal year ended July 31, 2008, the European Equity Trust paid a total of $ [                    ] to Wellington Management for submanagement services. For the fiscal year ended July 31, 2007, and the fiscal period ended July 31, 2006, the European Equity Trust paid a total of $630,479 and $178,204, respectively, to Wellington Management for submanagement services.
European PacAsia Equity Fund
Under the Submanagement Agreement, Domini pays Wellington Management an annual investment submanagement fee equal to the fee based on the following schedule:
0.75% of the first $25 million of net assets managed;
0.65% of the next $25 million of net assets managed;
0.50% of the next $250 million of net assets managed; and
0.45% of net assets managed in excess of $300 million.
Wellington Management became the submanager of the European PacAsia Equity Fund effective November 28, 2008. The European PacAsia Equity Fund did not pay any submanagement fees for the fiscal year ended July 31, 2008, because the Submanagement Agreement was not in effect during that period.
For the period from December 27, 2006 to November 28, 2008, Wellington Management served as the submanager of the European PacAsia Equity Trust, the master fund in which the European PacAsia Equity Fund formerly invested substantially all of its assets. Under a separate investment management agreement with Wellington Management, Domini paid Wellington Management an annual investment submanagement fee equal to:
0.75% of the first $25 million of net assets managed;
0.65% of the next $25 million of net assets managed;
0.50% of the next $250 million of net assets managed; and
0.45% of net assets managed in excess of $300 million.
For the fiscal year ended July 31, 2008, the European PacAsia Equity Trust paid a total of $ [                    ] to Wellington Management for submanagement services. For the fiscal period ended July 31, 2007, the European PacAsia Equity Trust paid a total of $36,269 to Wellington Management for submanagement services. Domini did not pay Wellington Management any fees under the Submanagement Agreement as of July 31, 2006, because the European PacAsia Equity Trust had not commenced operations.

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PacAsia Equity Fund
Under the Submanagement Agreement, Domini pays Wellington Management an annual investment submanagement fee equal to the fee based on the following schedule:
0.75% of the first $25 million of net assets managed;
0.65% of the next $25 million of net assets managed;
0.50% of the next $250 million of net assets managed; and
0.45% of net assets managed in excess of $300 million.
Wellington Management became the submanager of the PacAsia Equity Fund effective November 28, 2008. The PacAsia Equity Fund did not pay any submanagement fees for the fiscal year ended July 31, 2008, because the Submanagement Agreement was not in effect during that period.
For the period from December 27, 2006 to November 28, 2008, Wellington Management served as the submanager of the PacAsia Equity Trust, the master fund in which the European PacAsia Equity Fund formerly invested substantially all of its assets. Under a separate investment management agreement with Wellington Management, Domini paid Wellington Management an annual investment submanagement fee equal to:
0.75% of the first $25 million of net assets managed;
0.65% of the next $25 million of net assets managed;
0.50% of the next $250 million of net assets managed; and
0.45% of net assets managed in excess of $300 million.
For the fiscal year ended July 31, 2008, the PacAsia Equity Trust paid a total of $ [                    ] to Wellington Management for submanagement services. For the fiscal period ended July 31, 2007, the PacAsia Equity Trust paid a total of $85,000 to Wellington Management for submanagement services. Domini did not pay Wellington Management any fees under the Submanagement Agreement as of July 31, 2006, because the PacAsia Equity Trust had not commenced operations.
Bond Fund
Under the Bond Fund Submanagement Agreement, Domini pays Seix an annual investment submanagement fee equal to the fee based on the following schedule:
0.40% on the first $10 million of net assets managed;
0.35% on the next $10 million of net assets managed;
0.30% on the next $30 million of net assets managed;
0.25% on the next $30 million of net assets managed;
0.20% on the next $120 million of net assets managed;
0.15% on the next $300 million of net assets managed;
0.10% on the next $500 million of net assets managed;
and 0.05% over $1 billion of net assets managed.
For the period from March 18, 2005 to April 25, 2008, Seix Advisors, a fixed-income division of Ridgeworth served as the submanager of the Bond Fund. Under the Bond Fund Submanagement Agreement, Domini paid Seix Advisors an annual investment submanagement fee equal to the fee based on the following schedule:
0.40% on the first $10 million of net assets managed;
0.35% on the next $10 million of net assets managed;
0.30% on the next $30 million of net assets managed;
0.25% on the next $30 million of net assets managed;
0.20% on the next $120 million of net assets managed;
0.15% on the next $300 million of net assets managed;
0.10% on the next $500 million of net assets managed;
and 0.05% over $1 billion of net assets managed.
Notwithstanding the above fees, the subadvisory fees payable by Domini were not to exceed $180,000 for the period from March 1, 2005, through March 1, 2006.
For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, Domini paid [$220,156], _$211,682 and $180,425 to Seix Advisors for submanagement services.

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Sponsor
Pursuant to a Sponsorship Agreement with respect to the Equity Fund and an Administration Agreement with respect to the Bond Fund, Domini provides the Funds with oversight, administrative, and management services. Domini provides each Fund with general office facilities and supervises the overall administration of each Fund, including, among other responsibilities, the negotiation of contracts and fees with, and the monitoring of performance and billings of, the independent contractors and agents of each Fund; the preparation and filing of all documents required for compliance by each Fund with applicable laws and regulations, including registration statements, prospectuses, and statements of additional information, Semi-Annual and Annual Reports to shareholders, proxy statements, and tax returns; preparing agendas and supporting documents for, and minutes of meetings of, the Trustees, committees of the Trustees, and shareholders; maintaining telephone coverage to respond to shareholder inquiries; answering questions from the general public, the media, and investors in each Fund regarding the securities holdings of the Equity Trust and the Bond Fund, as applicable, limits on investment, and the Funds’ proxy voting philosophy and shareholder activism philosophy; and arranging for the maintenance of books and records of each Fund. Domini provides persons satisfactory to the Board of Trustees of the Funds to serve as officers of the Funds. Such officers, as well as certain other employees and Trustees of the Funds, may be directors, officers, or employees of Domini or its affiliates.
Under the Sponsorship Agreement between Domini and the Trust on behalf of the Equity Fund, Domini receives fees for administrative and sponsorship services with respect to the Equity Fund at the following rates: 0.45% of the first $2 billion of net assets managed, 0.44% of the next $1 billion of net assets managed, and 0.43% of net assets managed in excess of $3 billion.
Prior to November 30, 2006, Domini received fees for administrative and sponsorship services with respect to the Equity Fund at the rate of 0.50% of the average daily net assets of each class of that Fund. Prior to November 30, 2006, Domini reduced its fee to the extent necessary to keep the aggregate annual operating expenses of the Equity Fund (including the Equity Fund’s share of the Equity Trust’s expenses but excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and reimbursements, at no greater than 0.95% of the average daily net assets of the Investor shares of the Equity Fund and at no greater than 0.63% of the average daily net assets for the Class R shares of the Equity Fund.

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For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, the Equity Fund incurred$[     ], $4,594,602, and $4,747,541, respectively, in sponsorship fees, after waivers.
Under the Administration Agreement between Domini and the Trust on behalf of the Bond Fund, Domini receives fees for administrative services with respect to the Bond Fund at the rate of 0.25% of the average daily net assets of each class of that Fund. Currently, Domini is reducing its fee to the extent necessary to keep the aggregate annual expenses of the Bond Fund (excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and expenses, at no greater than 0.95% of the average daily net assets of the Investor shares of the Bond Fund. For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, the Bond Fund paid $[      ], $171,682, and $162,114, respectively, in administration fees, after waivers.
The Sponsorship Agreement with respect to the Equity Fund and the Administration Agreement with respect to the Bond Fund provide that Domini may render administrative services to others. The Sponsorship Agreement and the Administration Agreement also provide that neither Domini nor its personnel shall be liable for any error of judgment or mistake of law or for any act or omission in the oversight, administration, or management of a Fund or the performance of its or their duties under the Sponsorship Agreement or Administration Agreement, as applicable, except for willful misfeasance, bad faith, or gross negligence in the performance of its or their duties or by reason of the reckless disregard of its or their obligations and duties under the Sponsorship Agreement or Administration Agreement, as applicable.
DISTRIBUTOR
Each Fund has adopted a Distribution Plan with respect to its Investor shares. The Distribution Plan provides that Investor shares of a Fund may pay the Distributor a fee not to exceed 0.25% per annum of the average daily net assets of that class as compensation for distribution services provided by the Distributor in connection with the sale of these shares, not as reimbursement for specific expenses incurred. Thus, even if the Distributor’s expenses exceed the fees provided for by the Distribution Plan, the Funds will not be obligated to pay more than those fees, and, if the Distributor’s expenses are less than the fees paid to it, it will realize a profit. The Distributor may use such fees to pay broker-dealers, financial institutions, or other financial intermediaries as compensation in connection with the purchase, sale, or retention of Investor shares of the Funds, the advertising expenses and the expenses of printing and distributing prospectuses and reports used for sales purposes, the expenses of preparing and printing sales literature, and other distribution-related expenses.
For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, Investor shares of the Equity Fund accrued $[       ], $2,831,912, and $2,959,135, respectively, in distribution fees. Distribution fees did not accrue for the fiscal year ended July 31, 2008, for the Class A shares of the Equity Fund because the share class had not yet commenced operations.
For the fiscal year ended July 31, 2008, July 31, 2007, and the fiscal period ended July 31, 2006, Investor shares of the European Equity Fund accrued $[      ], $252,035, and $61,763, respectively, in distribution fees. Distribution fees did not accrue for the fiscal year ended July 31, 2008, for the Class A shares of the European Equity Fund because the share class had not yet commenced operations.

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For the fiscal year ended July 31, 2008, and the fiscal period ended July 31, 2007, Investor shares of the European PacAsia Equity Fund accrued $[      ] and $11,471 in distribution fees. Distribution fees did not accrue for the fiscal year ended July 31, 2006, because the European PacAsia Equity Fund had not yet commenced operations. Distribution fees did not accrue for the fiscal year ended July 31, 2008, for the Class A shares of the European PacAsia Equity Fund because the share class had not yet commenced operations.
For the fiscal year ended July 31, 2008, and the fiscal period ended July 31, 2007, Investor shares of the PacAsia Equity Fund accrued $[      ] and $27,431 in distribution fees. Distribution fees did not accrue for the fiscal year ended July 31, 2006, because the PacAsia Equity Fund had not yet commenced operations. Distribution fees did not accrue for the fiscal year ended July 31, 2008, for the Class A shares of the PacAsia Equity Fund because the share class had not yet commenced operations.
For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, Investor shares of the Bond Fund accrued $[      ], $171,682, $162,114, and $158,221, respectively, in distribution fees.
For the fiscal year ended July 31, 2008, payments made by Investor shares of the Equity Fund pursuant to the Distribution Plan were used for advertising [$330,985, printing and mailing of prospectuses to other than current shareholders $139,681, compensation to dealers $1,667,363, communications and servicing $66,790, and payments to the underwriter $627,093. The Distributor waived fees totaling $629,279. ]
For the fiscal year ended July 31, 2008, payments made by Investor shares of the European Equity Fund pursuant to the Distribution Plan were used for advertising [$17,275, printing and mailing of prospectuses to other than current shareholders $5,994, compensation to dealers $104,845, communications and servicing $1,823, and payments to the underwriter $122,098. The Distributor waived fees totaling $121,765. ]
For the fiscal year ended July 31, 2008, payments made by Investor shares of the European PacAsia Equity Fund pursuant to the Distribution Plan were used for [payments to the underwriter $11,471. The Distributor waived fees totaling $11,471].
For the fiscal year ended July 31, 2008, payments made by Investor shares of the PacAsia Equity Fund pursuant to the Distribution Plan were used for [advertising $755, printing and mailing of prospectuses to other than current shareholders $191, compensation to dealers $4,458, communications and servicing $130, and payments to the underwriter $21,897. The Distributor waived fees totaling $21,897. ]
For the fiscal year ended July 31, 2008, payments made by Investor shares of the Bond Fund pursuant to the Distribution Plan were [used for payments to the underwriter $171,682. The Distributor waived fees totaling $171,682. ]
For the fiscal year ended July 31, 2008, no payments were made by Class A shares of the Funds, pursuant to the Distribution Plans because the share class had not yet commenced operations.
The Distribution Plan will continue in effect indefinitely as to a class if such continuance is specifically approved at least annually by a vote of both a majority of that Fund’s Trustees and a majority of the Trust’s Trustees who are not “interested persons of the Fund” and who have no direct or indirect financial interest in the operation of the Distribution Plan or in any agreement related to such Plan (“Independent Trustees”). The Distributor will provide to the Trustees of each Fund a quarterly written report of amounts expended by the applicable class under the Distribution Plan and the purposes for which such expenditures were made. The Distribution Plan further provides that the selection and nomination of the Trust’s Independent Trustees shall be committed to the discretion of the Independent Trustees of the Trust. The Distribution Plan may be terminated as to a class at any time by a vote of a majority of the Trust’s Independent Trustees or by a vote of the shareholders of that class. The Distribution Plan may not be materially amended with respect to a class without a vote of the majority of both the Trust’s Trustees and Independent Trustees. The Distributor will preserve copies of any plan, agreement, or report made pursuant to the Distribution Plan for a period of not less than six (6) years from the date of the Distribution Plan, and for the first two (2) years the Distributor will preserve such copies in an easily accessible place.

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Each Fund has entered into a Distribution Agreement with the Distributor. Under the Distribution Agreement, the Distributor acts as the agent of each Fund in connection with the offering of shares of that Fund and is obligated to use its best efforts to find purchasers for shares of the Fund. The Distributor acts as the principal underwriter of shares of each Fund and bears the compensation of personnel necessary to provide such services and all costs of travel, office expenses (including rent and overhead), and equipment.
TRANSFER AGENT, CUSTODIAN, AND SERVICE ORGANIZATIONS
Each Fund has entered into a Transfer Agency Agreement with PNC Global Investment Servicing (“PNC”) (formerly PFPC Inc.) (the “Transfer Agent”), 4400 Computer Drive, Westborough, MA 01581, pursuant to which PNC acts as the transfer agent for each Fund. The Transfer Agent maintains an account for each shareholder of the Funds, performs other transfer agency functions, and acts as dividend disbursing agent for the Funds.
Each Fund has entered into a Custodian Agreement with State Street Bank and Trust Company (“State Street” or the “Custodian”), State Street Financial Center, One Lincoln Street, Boston, MA 02111, pursuant to which State Street acts as custodian for each Fund. Prior to July 2, 2007, Investors Bank & Trust Company (“IBT”) acted as the custodian for each Fund. As of July 2, 2007, IBT merged into State Street, a subsidiary of State Street Corporation, with State Street continuing as the surviving entity. By the terms of the merger, all custodian and transfer agency agreements between IBT and each of its clients became agreements between such clients and State Street, and all obligations of IBT under such agreements became the obligations of State Street to such clients.
The Custodian’s responsibilities include safeguarding and controlling each Fund’s cash and securities, handling the receipt and delivery of securities, determining income and collecting interest on each Fund’s investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts, and calculating the daily net asset value of shares of each Fund. Securities held by each Fund may be deposited into certain securities depositories. The Custodian does not determine the investment policies of the Funds or decide which securities the Funds will buy or sell. The Funds may, however, invest in securities of the Custodian and may deal with the Custodian as principal in securities transactions.
Each Fund, the distributor and/or its affiliates, may from time to time enter into agreements with various banks, trust companies, broker-dealers (other than the Distributor), or other financial organizations (collectively, “Service Organizations”) to provide shareholder servicing for that Fund, such as responding to customer inquiries and providing information on their investments. Each Fund, its distributor, and/or its affiliates may pay fees to Service Organizations (which may vary depending upon the services provided) in amounts up to an annual rate of 0.25% of the daily net asset value of the shares of that Fund owned by shareholders with whom the Service Organization has a servicing relationship.
In addition, each Fund, the Fund’s distributor, and/or its affiliates, may from time to time enter into agreements with Service Organizations to provide subtransfer agency, subaccounting, or administrative services for that Fund, such as providing omnibus account or transaction processing services and maintaining shareholder accounts and transaction records. Because omnibus trading offers economies for the Funds, each Fund may reimburse Service Organizations for their costs related to servicing shareholder accounts. These fees may be based upon the number or value of client positions, the levels of service provided, or be a flat fee per year per client. Not all intermediaries receive such additional compensation and the amount of compensation varies.

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For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, Investor shares of the Equity Fund accrued $[     ], $683,324, and $682,123, respectively, in Service Organization fees. For the fiscal year ended July 31, 2008, July 31, 2007, and the fiscal period ended July 31, 2006, Investor shares of the European Equity Fund accrued $[      ], $120,664, and $20,777, respectively, in Service Organization fees. For the fiscal year ended July 31, 2008, and the fiscal period ended July 31, 2007, Investor shares of the European PacAsia Equity Fund accrued $[      ] and $6,320 in Service Organization fees. For the fiscal year ended July 31, 2008, and the fiscal period ended July 31, 2007, Investor shares of the PacAsia Equity Fund accrued $[     ] and $8,028 in Service Organization fees. The European PacAsia Equity Fund and PacAsia Equity Fund did not accrue Service Organization fees for the fiscal year ended July 31, 2006, because they had not yet commenced operations. For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, Investor shares of the Bond Fund accrued [ $      ], $67,701, and $41,094, respectively, in Service Organization fees. The Class A shares of the Funds did not accrue Service Organization fees for the fiscal year ended July 31, 2008, because the shares had not yet commenced operation.
EXPENSES
The Funds are each responsible for all of their respective expenses, including the compensation of their respective Trustees who are not interested persons of a Fund; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to a Fund; fees and expenses of independent registered public accounting firms, of legal counsel, and of any transfer agent, custodian, registrar, or dividend disbursing agent of a Fund; insurance premiums; and expenses of calculating the net asset value of the shares of the Funds.
Each Fund will also pay sponsorship or administrative fees payable to Domini and all expenses of distributing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing, and mailing prospectuses, reports, notices, proxy statements, and reports to shareholders and to governmental offices and commissions; expenses of shareholder meetings; and expenses relating to the issuance, registration, and qualification of shares of the Fund, and the preparation, printing, and mailing of prospectuses for such purposes.
Each Fund will pay the expenses connected with the execution, recording, and settlement of security transactions, and the investment management fees payable to Domini. Each Fund also will pay the fees and expenses of its custodian for all services to the Funds, as applicable, including safekeeping of funds and securities and maintaining required books and accounts; expenses of preparing and mailing reports to investors and to governmental offices and commissions; and expenses of meetings of investors.
CODES OF ETHICS
The Funds, Domini, Seix, Wellington Management, and the Distributor have each adopted a Code of Ethics (collectively, the “Codes of Ethics”) under Rule 17j-1 under the 1940 Act. The Codes of Ethics permit personnel subject to the Codes to invest in securities, including securities that may be purchased or held by the Portfolio or the Funds. The Codes of Ethics can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. The Codes of Ethics are available on the EDGAR database on the SEC’s Internet site at www.sec.gov, and copies of the Codes of Ethics may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

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5. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[                    , LLP] is the independent registered public accounting firm for the Funds, providing audit services, tax return preparation, and reviews with respect to the preparation of filings with the SEC.
6. TAXATION
TAXATION OF THE FUNDS
Federal Taxes
Each Fund is treated as a separate entity for federal tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”).
Each Fund has elected to be treated and intends to qualify as a “regulated investment company” under Subchapter M of the Code. Domini plans to maintain this election in effect for all of the Funds. As a regulated investment company, a Fund will not be subject to any federal income or excise taxes on its net investment income and the net realized capital gains that it distributes to shareholders in accordance with the timing requirements imposed by the Code. If a Fund should fail to qualify as a “regulated investment company” in any year, that Fund would incur a regular corporate federal income tax upon its taxable income and Fund distributions would generally be taxable as ordinary dividend income to shareholders.
Foreign Income Taxes
Each Fund may be subject to certain taxes, including, without limitation, taxes imposed by foreign countries with respect to its income and capital gains. If eligible, a Fund may elect, for United States federal income tax purposes, to “pass through” foreign income taxes to its shareholders. The European Equity Fund, the European PacAsia Equity Fund, and the PacAsia Equity Fund expect to qualify for and make this election.
For any year that a Fund qualifies for and makes such an election, each shareholder of the Fund will be required to include in his or her income an amount equal to his or her allocable share of such income taxes paid by the Fund to a foreign country’s government, and shareholders of the Fund will be entitled, subject to certain limitations, to credit their portions of these amounts against their United States federal income tax due, if any, or to deduct their portions from their United States taxable income, if any. No deductions for foreign income taxes paid by the Fund may be claimed, however, by noncorporate shareholders (including certain foreign shareholders described below) who do not itemize deductions. In addition, shareholders will not be able to claim a foreign tax credit with respect to taxes paid by the Fund unless certain holding period requirements are met. Shareholders that are exempt from tax under Section 501(a) of the Code, such as pension plans, generally will derive no benefit from this election. No deduction for such amounts will be permitted to individuals in computing their alternative minimum tax liability.

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We do not expect the Equity Fund and the Bond Fund to be able to pass through to shareholders foreign tax credits with respect to taxes imposed by foreign countries on that Fund’s income and capital gains. The United States has entered into tax treaties with many foreign countries that may entitle a Fund to a reduced rate of tax or an exemption from tax on such income; the Funds intend to qualify for treaty reduced rates where available. It is not possible, however, to determine a Fund’s effective rate of foreign tax in advance since the amount of that Fund’s assets to be invested within various countries is not known.
State Taxes
Each Fund is organized as a series of the Trust, a Massachusetts business trust. As long as it qualifies as a “regulated investment company” under the Code, a Fund will not have to pay Massachusetts income or excise taxes.
TAXATION OF SHAREHOLDERS
Taxation of Distributions
Shareholders of each Fund normally will have to pay federal income taxes on the dividends and other distributions they receive from the Fund. Dividends from ordinary income and any distributions from net short-term capital gains are taxable to shareholders as ordinary income for federal income tax purposes, whether the distributions are paid in cash or reinvested in additional shares. For taxable years beginning before January 1, 2011, distributions of ordinary dividends to a Fund’s noncorporate shareholders may be treated as “qualified dividend income,” which is taxed at reduced rates, to the extent such distributions are derived from, and designated by a Fund as, “qualified dividend income,” and provided that the recipient shareholder satisfies certain holding period requirements and refrains from making certain elections. If 95% or more of a Fund’s gross income, calculated without taking into account net capital gains, represents “qualified dividend income,” a Fund may designate, and a Fund’s noncorporate shareholders may then treat, all of those distributions as “qualified dividend income.” “Qualified dividend income” generally is income derived from dividends from U.S. corporations or from “qualified foreign corporations,” which are corporations that are either incorporated in a U.S. possession or eligible for benefits under certain U.S. tax treaties. Distributions from a foreign corporation that is not a “qualified foreign corporation” may nevertheless be treated as “qualified dividend income” if the applicable stock is readily tradable on an established U.S. securities market. “Passive foreign investment companies” are not “qualified foreign corporations.” The Bond Fund does not expect any of its distributions to be treated as qualified dividend income. Distributions of net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses), whether paid in cash or reinvested in additional shares, are taxable to shareholders as long-term capital gains for federal income tax purposes without regard to the length of time the shareholders have held their shares.
Any Fund dividend that is declared in October, November, or December of any calendar year, that is payable to shareholders of record in such a month, and that is paid the following January will be treated as if received by the shareholders on December 31 of the year in which the dividend is declared.

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Dividends-received Deduction
If a Fund invests in equity securities of U.S. corporations, a portion of the Fund’s ordinary income dividends will normally be eligible for the dividends-received deduction for corporations if the recipient otherwise qualifies for that deduction with respect to its holding of Fund shares. Availability of the deduction for a particular corporate shareholder is subject to certain limitations, and deducted amounts may be subject to the alternative minimum tax and result in certain basis adjustments. Since the investment income of the Bond Fund is derived from interest rather than dividends, no portion of the dividends received from this Fund will be eligible for the dividends-received deduction. The portion of any Fund’s dividends that is derived from investments in foreign corporations will not qualify for such deduction.
“Buying a Dividend”
Any Fund distribution will have the effect of reducing the per share net asset value of shares in the Fund by the amount of the distribution. Shareholders purchasing shares shortly before the record date of any distribution may thus pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution.
Disposition of Shares
In general, any gain or loss realized upon a taxable disposition of shares of a Fund by a shareholder that holds such shares as a capital asset will be treated as long-term capital gain or loss if the shares have been held for more than 12 months and otherwise as a short-term capital gain or loss. However, any loss realized upon a disposition of shares in a Fund held for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gain made with respect to those shares. Any loss realized upon a disposition of shares may also be disallowed under rules relating to wash sales.
U.S. Taxation of Non-U.S. Shareholders
Dividends and certain other payments (but not including distributions of net capital gains) to persons who are neither citizens nor residents of the United States or U.S. entities (“Non-U.S. Persons”) are generally subject to U.S. tax withholding at the rate of 30%. Each Fund intends to withhold at that rate on taxable dividends and other payments to Non-U.S. Persons who are subject to such withholding. A Fund may withhold at a lower rate permitted by an applicable treaty if the shareholder provides the documentation required by the Fund. For Fund taxable years beginning before January 1, 2008, the 30% withholding tax will not apply to dividends that a Fund designates as (a) interest-related dividends, to the extent such dividends are derived from a Fund’s “qualified net interest income,” or (b) short-term capital gain dividends, to the extent such dividends are derived from a Fund’s “qualified short-term gain.” “Qualified net interest income” is the Fund’s net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. “Qualified short-term gain” generally means the excess of the net short-term capital gain of a Fund for the taxable year over its net long-term capital loss, if any.
Backup Withholding
Each Fund is required in certain circumstances to apply backup withholding at a current rate of 28% on taxable dividends, including capital gain dividends, redemption proceeds, and certain other payments that are paid to any noncorporate shareholder (including a Non-U.S. Person) who does not furnish to the Fund certain information and certifications or who is otherwise subject to backup withholding. Backup withholding will not, however, be applied to payments that are (or would be, but for the application of a treaty) subject to the 30% withholding tax on shareholders who are Non-U.S. Persons. Any amounts overwithheld may be recovered by such persons by filing a claim for refund with the U.S. Internal Revenue Service within the time period appropriate to such claims.

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EFFECTS OF CERTAIN INVESTMENTS AND TRANSACTIONS
Certain Debt Instruments
An investment by the Bond Fund in zero coupon bonds, deferred interest bonds, payment-in-kind bonds, certain stripped securities, and certain securities purchased at a market discount will cause the Fund to recognize income prior to the receipt of cash payments with respect to those securities. In order to distribute this income and avoid a tax on the Fund, the Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund.
Options, etc.
A Fund’s transactions in options, futures contracts, forward contracts, swaps, and related transactions will be subject to special tax rules that may affect the amount, timing, and character of Fund income and distributions to shareholders. For example, certain positions held by a Fund on the last business day of each taxable year will be marked to market (e.g., treated as if closed out) on that day, and any gain or loss associated with the positions will be treated as 60% long-term and 40% short-term capital gain or loss. Certain positions held by a Fund that substantially diminish its risk of loss with respect to other positions in its portfolio may constitute “straddles,” and may be subject to special tax rules that would cause deferral of fund losses, adjustments in the holding periods of fund securities, and conversion of short-term into long-term capital losses. Certain tax elections exist for straddles that may alter the effects of these rules. Each Fund intends to limit its activities in options, futures contracts, forward contracts, swaps, and related transactions to the extent necessary to meet the requirements of the Code.
Foreign Securities
Special tax considerations apply with respect to foreign investments of each Fund. Foreign exchange gains and losses realized by a Fund will generally be treated as ordinary income and losses. Use of non-U.S. currencies for nonhedging purposes may have to be limited in order to avoid a tax on a Fund.
The Equity Fund, European Equity Fund, the European PacAsia Equity Fund, and the PacAsia Equity Fund may make equity investments in foreign entities that may be treated as “passive foreign investment companies” (or “PFICs”) for U.S. federal income tax purposes. If a Fund does invest in a PFIC, then that Fund may be required to pay additional tax (and interest) in respect of distributions from, and gains attributable to the sale or other disposition of the stock of, such PFIC. If the Fund is eligible to make and makes either a “qualified electing fund” election or a “mark to market” election with respect to its investment in a PFIC, then that Fund may have taxable income from such investment regardless of whether or not its receives any actual distributions of cash derived from the PFIC in any given year. In order to enable a Fund to distribute its share of this income and avoid a tax, the Fund may be required to liquidate portfolio securities that it might have otherwise continued to hold, potentially resulting in additional taxable gain or loss. The Funds do not anticipate that the Bond Fund will invest in any foreign entity that is treated as a PFIC for U.S. federal income tax purposes.
Investments in REMICs
Any investment by the Bond Fund in residual interests of a CMO that has elected to be treated as a REMIC can create complex tax problems, especially if the Fund has state or local governments or other tax-exempt organizations as shareholders.
The foregoing discussion should not be viewed as a comprehensive discussion of the items referred to nor as addressing all tax considerations relevant to investors. Dividends and distributions may also be subject to state, local, or foreign taxes. Shareholders should consult their own tax advisors for additional details on their particular tax status.

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7. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Specific decisions to purchase or sell securities for the Funds are made by portfolio managers who are employees of the applicable Submanager and who are appointed and supervised by its senior officers. The portfolio managers of the Funds may serve other clients of a Submanager in a similar capacity.
The primary consideration in placing securities transactions for the Funds with broker-dealers for execution is to obtain and maintain the availability of execution at the most favorable prices and in the most effective manner possible. The applicable Submanager attempts to achieve this result by selecting broker-dealers to execute transactions on behalf of the Funds and other clients of that Submanager on the basis of their professional capability, the value and quality of their brokerage services, and the level of their brokerage commissions. A Submanager may also consider social factors, such as whether the brokerage firm is minority-owned, in selecting broker-dealers, subject to the Submanager’s duty to obtain best execution. In the case of securities traded in the over-the-counter market (where no stated commissions are paid but the prices include a dealer’s markup or markdown), a Submanager normally seeks to deal directly with the primary market makers, unless in its opinion best execution is available elsewhere. In the case of securities purchased from underwriters, the cost of such securities generally includes a fixed underwriting commission or concession. Most of the Bond Fund’s transactions will be on a principal basis.
Notwithstanding the above, in compliance with Section 28(e) of the Securities Exchange Act of 1934, a Submanager may select brokers who charge a commission in excess of that charged by other brokers, if the Submanager determines in good faith that the commission to be charged is reasonable in relation to the brokerage and research services provided to the Submanager by such brokers. Research services generally consist of research or statistical reports or oral advice from brokers and dealers regarding particular companies, industries, or general economic conditions. A Submanager may also have arrangements with brokers pursuant to which such brokers provide research services to the Submanager in exchange for a certain volume of brokerage transactions to be executed by such brokers. While the payment of higher commissions increases a Fund’s costs, the Submanager does not believe that the receipt of such brokerage and research services significantly reduces its expenses as the Submanager. Arrangements for the receipt of research services from brokers may create conflicts of interest.
Research services furnished to a Submanager by brokers who effect securities transactions for the Funds may be used by the Submanager in servicing other investment companies and accounts that it manages. Similarly, research services furnished to a Submanager by brokers who effect securities transactions for other investment companies and accounts that the Submanager manages may be used by the Submanager in servicing the applicable Fund. Not all of these research services are used by a Submanager in managing any particular account, including the Funds.
The Funds encourage the Submanagers to use minority- and women-owned brokerage firms to execute the Funds’ transactions, subject to the Submanager’s duty to obtain best execution. A Submanager may choose to direct transactions to minority- and women-owned brokerage firms that will contract for a correspondent broker to execute and clear the trades. While each Submanager believes that it will obtain best execution in these transactions, the Funds may forego other benefits (like research) that it would have received if such transactions were executed through correspondent brokers directly. The Board of Trustees has determined that these arrangements are appropriate in light of the overall philosophy and goals of the Funds.

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Prior to November 28, 2008, each of the Equity Fund, European Equity Fund, European PacAsia Equity Fund and PacAsia Equity Fund invested substantially all of its assets in the Equity Trust, European Equity Trust, European PacAsia Equity Trust, and PacAsia Equity Trust, respectively.
For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, the Equity Trust paid brokerage commissions of $[     ], $3,383,386, and $163,825, respectively. For the fiscal year ended July 31, 2008, July 31, 2007, and the fiscal period ended July 31, 2006, the European Trust paid brokerage commissions of $[     ], $75,035, and $25,165. For the fiscal year ended July 31, 2008, and the fiscal period ended July 31, 2007, the European PacAsia Equity Trust paid brokerage commission of $[     ] and $6,462. For the fiscal year ended July 31, 2008, and the fiscal period ended July 31, 2007, the PacAsia Equity Trust paid brokerage commission of $[      ] and $18,615. The European PacAsia Equity Trust and PacAsia Equity Trust did not pay brokerage commissions for the fiscal year ended July 31, 2006, because they had not yet commenced operations. For the fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006, the Bond Fund did not pay brokerage commissions.
No portfolio transactions may be executed with the Manager or a Submanager, or with any affiliate of the Manager or a Submanager, acting either as principal or as broker, except as permitted by applicable law.
The Equity Trust did not pay any brokerage commissions to affiliated brokers during its fiscal years ended July 31, 2008, July 31, 2007, and July 31, 2006. The European Equity Trust did not pay any brokerage commission to affiliated brokers during its fiscal years ended July 31, 2008, and July 31, 2007, or its fiscal period ended July 31, 2006. The European PacAsia Equity Trust did not pay any brokerage commissions to affiliated brokers during its fiscal year ended July 31, 2008, or its fiscal period ended July 31, 2007. The PacAsia Equity Trust did not pay any brokerage commission to affiliated brokers during its fiscal year ended July 31, 2008, or its fiscal period ended July 31, 2007.
In certain instances there may be securities that are suitable for the Funds as well as for one or more of a Submanager’s or Domini’s other clients. Investment decisions for the Funds and for a Submanager’s or Domini’s other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment advisor, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. However, it is believed that the ability of the Funds to participate in volume transactions will produce better executions for the Funds.
8. DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES
The Trust is a Massachusetts business trust established under a Declaration of Trust dated as of March 1, 1990. The Trust’s Declaration of Trust permits the Trust’s Board of Trustees to issue an unlimited number of shares of beneficial interest (par value $0.00001 per share) in separate series and to divide any such series into classes of shares. Currently the Funds are the only series offered by the Trust. The Equity Fund has four classes of shares: Investor shares, Class A shares, Institutional shares, and Class R shares. The European Fund, European PacAsia Fund, and PacAsia Fund each have two classes of shares: Investor shares and Class A shares. The Bond Fund has two classes of shares: the Investor shares and the Class R shares. No Class R shares of the European Equity Fund, European PacAsia Equity Fund, PacAsia Equity Fund, or Bond Fund are being offered or are outstanding as of the date of this Statement of Additional Information. Each share of each class represents an equal proportionate interest in a series with each other share of that class. Upon liquidation or dissolution of a Fund, the Fund’s shareholders are entitled to share pro rata in the Fund’s net assets available for distribution to its shareholders. The Trust reserves the right to create and issue additional series and classes of shares, and to redesignate series and classify and reclassify classes, whether or not shares of the series or class are outstanding. The Trust also reserves the right to modify the preferences, voting powers, rights, and privileges of shares of each class without shareholder approval. Shares of each series participate equally in the earnings, dividends, and distribution of net assets of the particular series upon the liquidation or dissolution (except for any differences among classes of shares of a series).

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The assets of the Trust received for the issue or sale of the shares of each series and all income, earnings, profits, and proceeds thereof, subject only to the rights of creditors, are specifically allocated to such series and constitute the underlying assets of such series. The underlying assets of each series are segregated on the books of account, and are to be charged with the liabilities in respect to such series and with such a share of the general liabilities of the Trust. If a series were unable to meet its obligations, the assets of all other series might be available to creditors for that purpose, in which case the assets of such other series could be used to meet liabilities that are not otherwise properly chargeable to them. Expenses with respect to any two or more series are to be allocated in proportion to the asset value of the respective series except where allocations of direct expenses can otherwise be fairly made. The officers of the Trust, subject to the general supervision of the Trustees, have the power to determine which liabilities are allocable to a given series, or which are general or allocable to two or more series. In the event of the dissolution or liquidation of the Trust or any series, the holders of the shares of any series are entitled to receive as a class the value of the underlying assets of such shares available for distribution to shareholders.
The Trustees of the Trust have the authority to designate additional series and classes of shares, to divide any series, and to designate the relative rights and preferences as between the different series and classes of shares. All shares issued and outstanding will be fully paid and nonassessable by the Trust, and redeemable as described in this Statement of Additional Information and in the Prospectus. The Trust may involuntarily redeem shareholder’s shares at any time for any reason the Trustees of the Trust deem appropriate, including for the following reasons: (a) in order to eliminate inactive, lost, or very small accounts for administrative efficiencies and cost savings, (b) to protect the tax status of a Fund if necessary, and (c) to eliminate ownership of shares by a particular shareholder when the Trustees determine that the particular shareholder’s ownership is not in the best interests of the other shareholders of a Fund.
Each shareholder of a Fund is entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share) represented by the shareholder’s shares in the Fund, on each matter on which the shareholder is entitled to vote. Each fractional dollar amount is entitled to a proportionate fractional vote. Shareholders of the Funds and all other series of the Trust, if any, will generally vote together on all matters except when the Trustees determine that only shareholders of a particular Fund, series, or class are affected by a particular matter or when applicable law requires shareholders to vote separately by Fund or series or class. Except when a larger vote is required by applicable law, a majority of the voting power of the shares voted in person or by proxy on a matter will decide that matter and a plurality of the voting power of the shares voted in person or by proxy will elect a Trustee. Shareholders of the Trust do not have cumulative voting rights, and shareholders owning more than 50% of the outstanding shares of the Trust may elect all of the Trustees of the Trust if they choose to do so, and in such event the other shareholders of the Trust would not be able to elect any Trustee.

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The Trust is not required and has no current intention to hold annual meetings of shareholders, but the Trust will hold special meetings of the Trust’s or a Fund’s shareholders when in the judgment of the Trust’s Trustees it is necessary or desirable to submit matters for a shareholder vote. Shareholders have the right to remove one or more Trustees under certain circumstances.
The Trust may, without shareholder approval, change a Fund’s form of organization, reorganize any Fund or series, any class, or the Trust as a whole into a newly created entity or a newly created series of an existing entity, or incorporate any Fund, any other series, any class, or the Trust as a whole as a newly created entity. If recommended by the Trustees, the Trust, any Fund, any other series, or any class of the Trust may merge or consolidate or may sell, lease, or exchange all or substantially all of its assets if authorized at any meeting of shareholders by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust voting as a single class or of the affected Fund, series, or class, or by written consent, without a meeting, of the holders of shares representing a majority of the voting power of the outstanding shares of the Trust voting as a single class, or of the affected Fund, series or class. The Trust may be terminated at any time by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust. Any Fund, any other series of the Trust, or any class of any series, may be terminated at any time by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or that series or class, or by the Trustees by written notice to the shareholders of the Fund or that series or class. If not so terminated, the Trust will continue indefinitely. Except in limited circumstances, the Trustees may, without any shareholder vote, amend or otherwise supplement the Trust’s Declaration of Trust.
The Trust’s Declaration of Trust provides that, at any meeting of shareholders of the Trust or of any Fund, a Shareholder Servicing Agent may vote any shares as to which such Shareholder Servicing Agent is the agent of record and that are not represented in person or by proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares otherwise represented at the meeting in person or by proxy as to which such Shareholder Servicing Agent is the agent of record. Any shares so voted by a Shareholder Servicing Agent will be deemed represented at the meeting for purposes of quorum requirements.
The Declaration of Trust provides that obligations of the Trust are not binding upon the Trustees individually but only upon the property of the Trust, that the Trustees and officers will not be liable for errors of judgment or mistakes of fact or law, and that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust unless, as to liability to Trust or Fund shareholders, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in their offices, or unless with respect to any other matter it is finally adjudicated that they did not act in good faith in the reasonable belief that their actions were in the best interests of the Trust. In the case of settlement, such indemnification will not be provided unless it has been determined by a court or other body approving the settlement or other disposition, or by a reasonable determination, based upon a review of readily available facts, by vote of a majority of Disinterested Trustees (as defined in the Declaration of Trust) or in a written opinion of independent counsel, that such Trustees or officers have not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties.

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Under Massachusetts law, shareholders of a Massachusetts business trust may, under certain circumstances, be held personally liable as partners for its obligations and liabilities. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Funds and provides for indemnification and reimbursement of expenses out of Fund property for any shareholder held personally liable for the obligations of a Fund. The Declaration of Trust also provides for the maintenance, by or on behalf of the Trust and the Funds, of appropriate insurance (e.g., fidelity bonding and errors and omissions insurance) for the protection of the Funds and their shareholders and the Trust’s Trustees, officers, employees, and agents covering possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and a Fund itself was unable to meet its obligations.
The Trust’s Declaration of Trust provides that shareholders may not bring suit on behalf of the Fund without first requesting that the Trustees bring such suit. Such demand should be mailed to the Secretary of the Trust at the Trust’s principal office and should set forth in reasonable detail the nature of the proposed suit and the essential facts relied upon by the shareholder to support the allegations made in the demand. A Trustee is not considered to have a personal financial interest in any action or otherwise be disqualified from ruling on a shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service as Trustee or as a trustee of funds with the same or an affiliated investment advisor or distributor, or by virtue of the amount of such remuneration.
The Trust’s Declaration of Trust provides that by becoming a shareholder of a Fund, each shareholder shall be expressly held to have assented to and agreed to be bound by the provisions of the Declaration.

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9. FINANCIAL STATEMENTS
[TO BE ADDED BY AMENDMENT]

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* * * * *
Domini Social Investments,® Domini Social Equity Fund, Domini Social Bond Fund,® Domini Money Market Account,® The Way You Invest Matters,® and domini.com® are registered service marks of Domini Social Investments LLC. Domini European Social Equity Fund,SM Domini PacAsia Social Equity Fund,SM and Domini European PacAsia Social Equity FundSM are service marks of Domini Social Investments LLC. The Domini Global Investment Standards and Domini Community Impact Gradient are copyright Domini Social Investments LLC.

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A-1
Appendix A
RATING INFORMATION
The following ratings are opinions of Standard & Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc. (“Standard & Poor’s”) or Moody’s Investors Service, Inc. (“Moody’s”), not recommendations to buy, sell, or hold an obligation. The ratings below are as described by the rating agencies. While the rating agencies may from time to time revise such ratings, they are under no obligation to do so.
Standard & POOR’S
STANDARD & POOR’S FOUR HIGHEST LONG-TERM ISSUE CREDIT RATINGS
     
AAA
  An obligation rated “AAA” has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
 
   
AA
  An obligation rated “AA” differs from the highest-rated obligations only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
 
   
A
  An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
 
   
BBB
  An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
 
   
PLUS (+) OR
MINUS (-)
  The ratings from “AA” to “CCC” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
 
   
STANDARD & POOR’S SHORT-TERM ISSUE CREDIT RATINGS
 
   
A-1
  A short-term obligation rated “A-1” is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
 
   
A-2
  A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 


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A-3
  A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
 
   
B
  A short-term obligation rated “B” is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties, which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
 
   
C
  A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
 
   
D
  A short-term obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the due date even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Moody’s
MOODY’S FOUR HIGHEST LONG-TERM OBLIGATION RATINGS
Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered in the event of default.
     
AAA
  Obligations rated “Aaa” are judged to be of the highest quality, with minimal credit risk.
 
   
AA
  Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.
 
   
A
  Obligations rated “A” are considered upper-medium grade and are subject to low credit risk.
 
   
BAA
  Obligations rated “Baa” are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating

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classification from “Aa” through “Caa.” The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Moody’s Short-term Ratings
Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs, or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moody’s employs the following designations to indicate the relative repayment ability of related issuers:
     
P-1
  Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
 
   
P-2
  Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
 
   
P-3
  Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
 
   
NP
  Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

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Appendix B
Proxy Voting Policies and Procedures
These Proxy Voting Policies and Procedures have been adopted by the Domini Social Investment Trust on behalf of its series, the Domini Social Equity Fund, the Domini European Social Equity Fund, the Domini European PacAsia Social Equity Fund, the Domini PacAsia Social Equity Fund and the Domini Social Bond Fund (collectively, the “Domini Funds” or “The Funds”) to ensure that all proxies for securities held by the Funds are cast in the best interests of the Domini Funds’ shareholders, to whom the Funds owe a fiduciary duty.
The Board of Trustees (“BOT”) of the Domini Funds has delegated the responsibilities to vote proxies for the Funds to Domini Social Investments LLC, the Funds’ investment advisor (“Domini” or “The Advisor”). The BOT reviews and adopts Domini’s Proxy Voting Policies and Procedures on an annual basis on behalf of the Funds, and receives quarterly reports from Domini regarding the execution of its proxy voting duties.
The BOT also delegates the responsibility for resolving conflicts of interest that may arise between Domini and the Domini Funds in the execution of the Advisor’s proxy voting duties to the Advisor. Pursuant to Domini’s Procedures, where a significant conflict of interest arises, the BOT expects Domini to consult with one or more members of the independent trustees to determine an appropriate course of action (see “Conflicts of Interest” below).
The Domini Funds’ Proxy Voting Guidelines
The following Guidelines summarize the Funds’ positions on various issues of concern to socially responsible investors and indicate how the Funds will vote their shares on each issue. Because the Funds have a fiduciary duty to vote all shares in the best interests of the Funds’ shareholders, the Funds vote proxies after considering shareholders’ financial interests and social objectives. For that reason, there may be instances in which the Funds’ shares may not be voted in strict adherence to these Guidelines.

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The general principles guiding Domini’s proxy voting practices apply globally, and we will seek to apply these Guidelines consistently in all markets. However, there are significant differences between the U.S. and other markets that may require Domini to modify the application of these Guidelines for certain non-U.S. markets. We may, for example, modify the application of these guidelines in deference to international differences in corporate governance structures, disclosure regimes, and cultural norms. In addition, due to particularly onerous procedural impediments in certain countries, we will not always be assured of our ability to vote our clients’ shares. (See “Voting in Non-U.S. Markets,” below, for more detail.)
These Guidelines are subject to change without notice.
[TO BE UPDATED BY AMENDMENT]
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PART C
ITEM 23. EXHIBITS
         
(6)
  a(1)   Second Amended and Restated Declaration of Trust of the Registrant
 
       
(11)
  a(2)   Amendment to Declaration of Trust of the Registrant
 
       
(12)
  a(3)   Amendment to Declaration of Trust of the Registrant with respect to the Domini EuroPacific Social Equity Fund and the Domini PacAsia Social Equity Fund
 
       
(15)
  a(4)   Amendment to Second Amended and Restated Declaration of Trust (reflecting name change from Domini EuroPacific Social Equity Fund to Domini European PacAsia Social Equity Fund effective 11/30/2007)
 
       
(11)
  b   Amended and Restated By-Laws of the Registrant
 
       
(5)
  d(1)   Management Agreement between the Registrant and Domini Social Investments LLC (“Domini”) with respect to Domini Social Bond Fund
 
       
(11)
  d(2)   Amendment to Management Agreement between the Registrant and Domini with respect to Domini Social Bond Fund
 
       
(10)
  d(3)   Submanagement Agreement between Domini and Seix Advisors (“Seix”) with respect to Domini Social Bond Fund
 
       
(11)
  d(4)   Management Agreement between the Registrant and Domini with respect to Domini European Social Equity Fund
 
       
(12)
  d(5)   Amended and Restated Management Agreement between the Registrant and Domini with respect to the Domini PacAsia Social Equity Fund and the Domini EuroPacific Social Equity Fund
 
       
*
  d(8)   Amendment to Submanagement Agreement between Domini and Seix with respect to the Domini Social Bond Fund effective 4/25/2008
 
       
(11)
  e(1)   Amended and Restated Distribution Agreement with respect to Investor Shares between the Registrant and DSIL Investment Services LLC (“DSILD”), as distributor
 
       
(8)
  e(2)   Distribution Agreement with respect to Class R Shares between the Registrant and DSILD, as distributor
 
       
(12)
  e(3)   Amended and Restated Distribution Agreement with respect to Investor Shares between the Registrant and DSILD
 
       
(3)
  g(1)   Custodian Agreement between the Registrant and Investors Bank & Trust Company (“IBT”), as custodian
 
       
(7)
  g(2)   Amendment to Custodian Agreement between the Registrant and IBT, as custodian
 
       
(8)
  g(3)   Amendment to Custodian Agreement between the Registrant and IBT, as custodian
 
       
(11)
  g(4)   Amendment to the Custodian Agreement between the Registrant and IBT, as custodian, effective as of 8/1/05
 
       
(12)
  g(5)   Amendment to the Custodian Agreement between the Registrant and IBT, as custodian, effective as of 11/30/06
 
       
(9)
  h(1)   Transfer Agency Agreement between the Registrant and PFPC Inc. (“PFPC”)
 
       
(1)
  h(2)   Sponsorship Agreement between the Registrant and Domini, as sponsor, with respect to Domini Social Equity Fund
 
       
(11)
  h(3)   Amendment to Sponsorship Agreement between the Registrant and Domini, as sponsor, with respect to Domini Social Equity Fund
 
       
(12)
  h(4)   Amendment to Sponsorship Agreement between the Registrant and Domini, as sponsor, with respect to Domini Social Equity Fund

 


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*
  h(5)   Form of Expense Limitation Agreement effective as of 11/28/2007 with respect to the Domini Social Equity Fund, Domini European Social Equity Fund, Domini European PacAsia Social Equity Fund, Domini PacAsia Social Equity Fund and Domini Social Bond Fund
 
       
(5)
  h(10)   Administration Agreement between the Registrant and Domini
 
       
(12)
  h(11)   Administration Agreement between the Registrant and IBT dated as of 10/15/02
 
       
(12)
  h(12)   Amendment dated as of 11/30/06 to the Administration Agreement between the Registrant and IBT
 
       
(14)
  h(13)   Amendment to Transfer Agency Agreement between the Registrant and PFPC effective as of 7/5/06
 
       
(15)
  h(14)   Amendment to Transfer Agency Agreement between the Registrant and PFPC, effective as of 9/5/07
 
       
*
  h(15)   Shareholder Services Agreement between Registrant and Domini effective 6/2/08
 
       
(2)(4) (11) and (13)
  i   Opinion and consent of counsel
 
       
(15)
  j   Consent of independent registered public accounting firm
 
       
(8)
  m(1)   Amended and Restated Distribution Plan of the Registrant with respect to Investor Shares
 
       
(7)
  n   Multiple Class Plan of the Registrant
 
       
(14)
  p(1)   Code of Ethics of the Registrant, Domini Social Trust, Domini Institutional Trust, and Domini Advisor Trust
 
       
(14)
  p(2)   Code of Ethics of Domini and DSILD
 
       
*
  p(3)   Code of Ethics of Seix Advisors
 
       
*
  p(4)   Code of Ethics of Wellington Management Company, LLP
 
       
(12)
  q   Powers of Attorney
 
(1)   Incorporated herein by reference from Post-Effective Amendment No. 11 to the Registrant’s Registration Statement as filed with the SEC on November 25, 1997.
 
(2)   Incorporated herein by reference from Post-Effective Amendment No. 13 to the Registrant’s Registration Statement as filed with the SEC on September 29, 1999.
 
(3)   Incorporated herein by reference from Post-Effective Amendment No. 14 to the Registrant’s Registration Statement as filed with the SEC on November 23, 1999.
 
(4)   Incorporated herein by reference from Post-Effective Amendment No. 16 to the Registrant’s Registration Statement as filed with the SEC on January 13, 2000.
 
(5)   Incorporated herein by reference from Post-Effective Amendment No. 19 to the Registrant’s Registration Statement as filed with the SEC on November 28, 2000.
 
(6)   Incorporated herein by reference from Post-Effective Amendment No. 20 to the Registrant’s Registration Statement as filed with the SEC on September 28, 2001.
 
(7)   Incorporated herein by reference from Post-Effective Amendment No. 23 to the Registrant’s Registration Statement as filed with the SEC on September 29, 2003.
 
(8)   Incorporated herein by reference from Post-Effective Amendment No. 24 to the Registrant’s Registration Statement as filed with the SEC on November 26, 2003.
 
(9)   Incorporated herein by reference from Post-Effective Amendment No. 25 to the Registrant’s Registration Statement as filed with the SEC on September 29, 2004.
 
(10)   Incorporated herein by reference from Post-Effective Amendment No. 27 to the Registrant’s Registration Statement as filed with the SEC on June 10, 2005.
 
(11)   Incorporated herein by reference from Post-Effective Amendment No. 28 to the Registrant’s Registration Statement as filed with the SEC on August 29, 2005.
 
(12)   Incorporated herein by reference from Post-Effective Amendment No. 31 to

 


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    the Registrant’s Registration Statement as filed with the SEC on September 11, 2006.
 
(13)   Incorporated herein by reference from Post-Effective Amendment No. 32 to the Registrant’s Registration Statement as filed with the SEC on November 17, 2006.
 
(14)   Incorporated herein by reference from Post-Effective Amendment No. 33 to the Registrant’s Registration Statement as filed with the SEC on September 20, 2007.
 
(15)   Incorporated herein by reference from Post-Effective Amendment No. 34 to the Registrant’s Registration Statement as filed with the SEC on November 19, 2007.
 
*   Filed herewith.
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 Second Amended and Restated Declaration of Trust, incorporated herein by reference; and (b) Section 4 of the Distribution Agreements by and between the Registrant and DSIL Investment Services LLC, incorporated herein by reference.
          The trustees and the 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.

 


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ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
     Domini Social Investments LLC (“Domini”) is a Massachusetts limited liability company with offices at 536 Broadway, 7th Floor, New York, New York 10012, and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The officers of Domini are as follows:
         
    Other Business, Profession, Vocation,    
Name and Capacity   or Employment During the   Principal
with Domini   Past Two Fiscal Years   Business Address
Amy L. Domini
(aka Thornton)
Chief Executive Officer
(since 2002) and Manager
(since 1997)
  Chair, Trustee, and President of the Trust and the Master Trust (since 1990); President (2002-2005), Domini Social Investments LLC; Manager, DSIL Investment Services LLC (broker-dealer) (since 1998); Manager, Domini Holdings LLC (holding company) (since 2002); Director, Tom’s of Maine, Inc. (natural care products) (2004); Board Member, Progressive Government Institute (nonprofit education on executive branch of the federal government) (2003-2006); Trustee, New England Quarterly (periodical) (since 1998); Trustee, Episcopal Church Pension Fund (1994-2006); Private Trustee, Loring, Wolcott & Coolidge Office (fiduciary) (since 1987); Board. Member, Partners for the Common Good (community development non-profit) (since 2006)   536 Broadway, 7th Floor,
New York, New York 10012
 
Carole M. Laible
President (since 2005) and
Chief Operating Officer
(since 2002)
  Treasurer of the Trust and the Master Trust (since 1997); Vice President of the Trust and Master Trust (since 2007); President and CEO (since 2002), Chief Compliance Officer (since 2001), Chief Financial Officer, Secretary, and Treasurer (since 1998), DSIL Investment Services LLC (broker-dealer); Treasurer (since 1997), Vice President (since April 2007), Domini Funds.   536 Broadway, 7th Floor
New York, NY 10012
 
Steven D. Lydenberg
Chief Investment Officer
(since 2003)
  Vice President of the Trust and the Master Trust (since 1990)   536 Broadway, 7th Floor
New York, NY 10012
 
       
Adam M. Kanzer
General Counsel,
Director of Shareholder
Advocacy (since 1998) and
Managing Director
(since January 2007)
  Chief Legal Officer (since 2003); Vice President (since 2007) of the Trust and Master Trust; Chief Compliance Officer (April 2005-May 2005), Domini Social Investments LLC.   536 Broadway, 7th Floor
New York, NY 10012

 


Table of Contents

         
    Other Business, Profession, Vocation,    
Name and Capacity   or Employment During the   Principal
with Domini   Past Two Fiscal Years   Business Address
Maurizio Tallini
Chief Compliance
Officer (since 2005), and
Managing Director
(since January 2007)
  Vice President (since April 2007). Chief Compliance Officer (since 2005), Domini Funds; Venture Capital Controller, Rho Capital Partners (venture capital) (2001-2005).   536 Broadway, 7th Floor
New York, NY 10012
     Seix Investment Advisors, LLC, with its offices at 10 Mountainview Road, Suite C-200, Upper Saddle River, NJ 07458, is a wholly-owned subsidiary of Ridgeworth Capital Management, Inc. (“Ridgeworth”) (formerly named Trusco Capital Management, Inc.). Seix’s predecessor, Seix Investment Advisors, Inc., the former fixed income division of Ridgeworth, provided investment submanagement services to the Domini Social Bond Fund until April 25, 2008. Seix Advisors was spun-off into Seix in connection with a corporate reorganization of Ridgeworth. Ridgeworth is a wholly owned subsidiary of SunTrust Banks, Inc. Other business, profession, vocation, or employment of a substantial nature in which each director or principal officer of Seix Investment Advisors, LLC, is or has been, at any time during the last two fiscal years, engaged for his own account or in the capacity of director, officer, employee, partner, or trustee are as follows:
         
Name and Position       Connection with Other
with Seix   Name of Other Company   Company
Christina Seix
  SunTrust Bank   Vice President
  Executive Vice President
  SunTrust International Banking   Vice President
 
  Company (SIBCO)    
 
       
Seth L. Antiles
  SunTrust Bank   Officer
  Managing Director
       
 
       
George Goudelias
  SunTrust Bank   Officer
  Managing Director
       
 
       
Charles B. Leonard
  SunTrust Bank   Officer
  Managing Director
       
 
       
Bob Sherman
  SunTrust Bank   Officer
  Managing Director
       
 
       
Robin Shulman
  SunTrust Bank   Officer
  Managing Director
       
 
       
Eric Storch
  SunTrust Bank   Officer
  Managing Director
  SunTrust International Banking   Officer
 
  Company (SIBCO)    
 
       
George Way
  SunTrust Bank   Vice President
  Director
       

 


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          The principal business address of Wellington Management Company, LLP, is 75 State Street, Boston, Massachusetts 02109. Wellington Management Company, LLP is an investment adviser registered under the Investment Advisers Act of 1940. During the last two fiscal years, no partner of Wellington Management Company, LLP, the investment submanager of all the Funds, except the Domini Social Bond Fund, has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management.
ITEM 27. PRINCIPAL UNDERWRITERS
  (a)   DSIL Investment Services LLC is the distributor for the Registrant.
 
  (b)   The information required by this Item 27 with respect to each manager or officer of DSIL Investment Services LLC is incorporated herein by reference from Schedule A of Form BD as filed by DSIL Investment Services LLC (File No. 008-44763) pursuant to the Securities Exchange Act of 1934, as amended.
 
  (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
  536 Broadway, 7th Floor
(manager)
  New York, NY 10012
 
   
Seix Investment Advisors, LLC
  10 Mountainview Road, Suite C-200
(submanager)
  Upper Saddle River, NJ 07458
 
   
Wellington Management Company, LLP
  75 State Street
(submanager)
  Boston, MA 02109
 
   
DSIL Investment Services LLC
  536 Broadway, 7th Floor
(distributor)
  New York, NY 10012
 
   
State Street Bank and Trust Company
  200 Clarendon Street
(custodian)
  Boston, MA 02116
 
   
PNC Global Investment Servicing
  4400 Computer Drive
(formerly, PFPC Inc.) (transfer agent)
  Westborough, MA 01581
 
   
Iron Mountain Records Management
  22 Kimberly Road
(offsite records storage)
  East Brunswick, NJ 08816
 
   
James Storey, Esq.
(counsel to independent trustees of the Trust)
  89AMount Vernon Street
Boston, MA 02108

 


Table of Contents

ITEM 29. MANAGEMENT SERVICES
     Not applicable.
ITEM 30. UNDERTAKINGS
     Not applicable.

 


Table of Contents

SIGNATURES
          Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and the State of New York on the 26th day of September, 2008.
         
    DOMINI SOCIAL INVESTMENT TRUST
 
 
  By:   /s/ Amy L.Thornton    
    Amy L. Thornton   
    President   
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated below on September 26, 2008.
     
Signature   Title
 
/s/ Amy L. Thornton
 
Amy L. Thornton
  President (Principal Executive Officer) and Trustee of Domini Social Investment Trust 
 
   
/s/ Carole M. Laible
 
Carole M. Laible
  Treasurer (Principal Accounting and Financial Officer) of Domini Social Investment Trust 
 
   
Julia Elizabeth Harris*
 
Julia Elizabeth Harris
  Trustee of Domini Social Investment Trust 
 
   
Kirsten S. Moy*
 
Kirsten S. Moy
  Trustee of Domini Social Investment Trust 
 
   
William C. Osborn*
 
William C. Osborn
  Trustee of Domini Social Investment Trust 
 
   
Karen Paul*
 
Karen Paul
  Trustee of Domini Social Investment Trust 
 
   
Gregory A. Ratliff*
 
Gregory A. Ratliff
  Trustee of Domini Social Investment Trust 
 
   
John L. Shields*
 
John L. Shields
  Trustee of Domini Social Investment Trust 
 
   
*By: /s/ Amy L. Thornton
 
Amy L. Thornton
Executed by Amy L. Thornton on behalf of those indicated pursuant to Powers of Attorney.
   

 


Table of Contents

INDEX TO EXHIBITS
     
EXHIBIT NO.   DESCRIPTION OF EXHIBIT
 
   
d(8)
  Amendment to Submanagement Agreement between Domini and Seix with respect to the Domini Social Bond Fund effective 4/25/2008
 
   
h(5)
  Form of Expense Limitation Agreement effective November 28, 2008, with respect to Domini Social Equity Fund, Domini European Social Equity Fund, Domini PacAsia Social Equity Fund, Domini European PacAsia Social Equity Fund and Domini Social Bond Fund
 
   
h(15)
  Shareholder Services Agreement between Registrant and Domini effective 6/2/08
 
   
p(3)
  Code of Ethics of Seix Advisors
 
   
p(4)
  Code of Ethics of Wellington Management Company, LLP

 

EX-99.D.8 2 y00189aexv99wdw8.htm EX-99.D.8: AMENDMENT TO SUBMANAGEMENT AGREEMENT EX-99.D.8
Exhibit d(8)
AMENDMENT TO SUBMANAGEMENT AGREEMENT
By this amendment made as of April 25, 2008, (the “Amendment”), the Submanagement Agreement between Domini Social Investments LLC, (the “Manager”), and Seix Advisors, a division of Trusco Capital Management, Inc. (“Trusco”) made as of March 1, 2005, (the “Agreement”), is hereby amended as follows:
     WHEREAS, Seix Investment Advisors LLC (“Seix”), recently formed in connection with a corporate re-organization, is a wholly-owned subsidiary of RidgeWorth Capital Management, Inc. (“RidgeWorth”) (formerly known as Trusco);
     WHEREAS, the division of RidgeWorth which previously provided Submanagement services to the Domini Social Bond Fund (the “Fund”), was spun-off into Seix; and
     WHEREAS, RidgeWorth desires to have Seix provide submanagement services in its place and DSIL desires to substitute Seix as the entity providing submanagement services in accordance with the Agreement with respect to the Fund.
     NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree to the following:
1. Appointment of Submanager. The Manager hereby retains Seix to act as the Submanager for the Fund for the period and on the terms set forth in the Agreement. Seix accepts such appointment and agrees to provide an investment program for the Fund for the compensation provided by the Agreement. References to Trusco as the Submanager in the Agreement are hereby deleted and replaced with Seix.
2. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings prescribed in the Agreement unless otherwise defined herein.
3. Terms. Except as amended above, the terms of the Agreement shall remain in full force and effect as stated in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.
             
SEIX INVESTMENT ADVISORS LLC   DOMINI SOCIAL INVESTMENTS, LLC
 
           
By:
  /s/ Robin J. Shulman   By:   /s/ Carole M. Laible
Name:
  Robin J. Shulman, CFA   Name:   Carole M. Laible
Title:
  Compliance Officer and Managing Director   Title:   Treasurer
Date:
  4/30/08   Date:   5/1/08
EX-99.H.5 3 y00189aexv99whw5.htm EX-99.H.5: FORM OF EXPENSE LIMITATION AGREEMENT EX-99.H.5
Domini Social Investments LLC
536 Broadway, 7th Floor
New York, New York 10012
September 3, 2008                               
Domini Social Investment Trust
536 Broadway, 7th Floor
New York, New York 10012
  Re: Amended and Restated Expense Limitation Agreement
Ladies and Gentlemen:
     Domini Social Investments LLC currently provides oversight and administrative and management services to Domini Social Investment Trust (the “Trust”), a Massachusetts business trust. We hereby agree with the Trust that we will waive expenses payable to us by the Trust’s series set forth below (each a “Fund”) or will reimburse the Fund for all expenses payable by the Fund to the extent necessary so that the Fund’s aggregate expenses (excluding brokerage fees and commissions, interest, taxes, and other extraordinary expenses), net of waivers and reimbursements, would not exceed, on a per annum basis, the percentage set forth below of that Fund’s average daily net assets.
         
Fund   Expense Cap
Domini Social Equity Fund — Investor Shares
    1.20 %
Domini Social Equity Fund — Class A shares
    1.18 %
Domini Social Equity Fund — Institutional Shares
    0.65 %
Domini Social Equity Fund — Class R Shares
    0.90 %
 
Domini European Social Equity Fund — Investor Shares
    1.60 %
Domini European Social Equity Fund — Class A Shares
    1.57 %
 
Domini European PacAsia Social Equity Fund — Investor Shares
    1.60 %
Domini European PacAsia Social Equity Fund — Class A Shares
    1.57 %
 
Domini PacAsia Social Equity Fund — Investor Shares
    1.60 %
Domini PacAsia Social Equity Fund — Class A shares
    1.57 %
 
Domini Social Bond Fund
    0.95 %


 

 

     The agreement in this letter shall take effect on November 28, 2008, and shall remain in effect until November 30, 2009, absent an earlier modification by the Board of Trustees, which oversees the Fund.
     Please sign below to confirm your agreement with the terms of this letter.
         
  Sincerely,

Domini Social Investments LLC
 
 
  By:      
    Amy L. Domini   
    Chief Executive Officer   
 
         
Agreed:    
Domini Social Investment Trust    
 
       
By:
       
 
 
 
Carole M. Laible
   
 
  Treasurer    

 

EX-99.H.15 4 y00189aexv99whw15.htm EX-99.H.15: SHAREHOLDER SERVICES AGREEMENT EX-99.H.15
Exhibit h(15)
DOMINI SOCIAL INVESTMENT TRUST
DOMINI INSTITUTIONAL TRUST
DOMINI ADVISOR
SHAREHOLDER SERVICE AGREEMENT
     This SHAREHOLDER SERVICE AGREEMENT is being entered into as of the 2nd day of June, 2008, between Domini Social Investment Trust, Domini Institutional Trust and Domini Advisor Trust (each a “Fund” and collectively, the “Funds”), and Domini Social Investments, LLC (the “Domini”) for services provided on behalf of each Fund’s shareholders.
     WHEREAS, each Fund is engaged in business as an open-end management investment company and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
     WHEREAS, each Fund is authorized to issue Shares in separate series, with each such series representing interests in a separate portfolio of securities or other assets (each, a “Series”); and
     WHEREAS, Domini serves as the administrator, sponsor or investment manager to each Fund and each of its separate Series and provides certain administrative , sponsorship or investment management services pursuant to an administration, sponsorship or investment management agreement between the Fund and Domini; and
     WHEREAS, each Fund desires to retain Domini to provide certain additional services to the Fund, its Series, and the holders of Shares thereof, which services were previously provided by PFPC, Inc. (“PFPC”) or another fulfillment and mail service provider and are supplemental to services currently provided by PFPC, pursuant to a transfer agency agreement between each Fund and PFPC; and
     WHEREAS, the Funds, on behalf of their Series, desire to appoint Domini as a shareholder service agent and Domini desires to accept such appointment;
     NOW, THEREFORE, In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
     1. Scope. In addition to the Series and classes of shares thereof existing on the effective date of this Agreement, each Fund may from time to time hereafter create additional Series and issue separate classes of shares of beneficial interest or classify and reclassify shares of any Series or class, and the appointment effected hereby shall constitute appointment for the provision of services with respect to all existing Series and classes and any additional Series and classes unless the parties shall otherwise agree in writing.
     2. Appointment. Each Fund hereby appoints Domini to perform such services and to serve such functions as are set forth in Appendix A hereto, which Appendix is

 


 

incorporated by herein by reference. Appendix A may not be amended with respect to any Fund or Series or class thereof except by written agreement between that Fund (on behalf of the applicable Series or class) and Domini. Domini hereby agrees to perform such services and serve such functions as provided in Appendix A in accordance with the terms and conditions set forth in this Agreement.
     3. Duties and Responsibilities of Domini. In connection with the services provided by Domini to each Fund pursuant to this Agreement, Domini shall directly or indirectly, at Domini’s expense:
          (a) Personnel. Provide the services of personnel, including clerical, supervisory and computer personnel, competent to perform the obligations of Domini under this Agreement.
          (b) Facilities. Furnish such office facilities, furnishings, telephone facilities, office equipment and other property and resources as are necessary for the fulfillment of the obligations of Domini under this Agreement.
          (c) Books and Records. With respect to the services provided by Domini, maintain customary records as required by applicable law.
          (d) Reports to the Fund. Furnish to or place at the disposal of the Fund information, reports or evaluations relating to the services performed by Domini under this Agreement, as the Fund may reasonably request or as Domini may deem helpful to the Fund to make an informed determination regarding the rendering of services by Domini, the continuation of this Agreement, and the payments contemplated to be made hereunder.
     4. Fees. In consideration of the services performed by Domini under this Agreement, each Fund shall pay fees to Domini as are set forth in Appendix B hereto with respect to that Fund’s accounts, which Appendix B is incorporated herein by this reference. The obligations of the Funds hereunder are several and not joint and no Fund or Series thereof shall be liable for the payment of any fees or other obligations. In addition to the fees set forth in Appendix B, Domini shall be entitled to reimbursement from the Funds for all reasonable out-of-pocket expenses without mark-up incurred by Domini in connection with the performance of the fulfillment and mail services provided for in this Agreement. Appendix B may not be amended except by the written agreement of that Fund and Domini.
     5. Third Party Service Providers. Each Fund agrees that Domini may enter into a sub-shareholder services agreement or related agreements with other service providers to perform certain services to be provided by Domini to that Fund pursuant to this Agreement. Domini shall remain responsible for the performance of such services as set for the herein. Domini’s obligations with respect to a Fund and the standards of care under which Domini has undertaken to fulfill such obligations, and the indemnification that Domini has agreed to provide to a Fund under this Agreement may not, however, be impaired or assigned by Domini without the consent and approval of the Board of Trustees of that Fund.

2


 

     6. Certain Representations and Warranties of Domini. Domini hereby represents and warrants to each Fund as follows:
  (a)   Domini is duly organized and is in good standing under the laws of the Commonwealth of Massachusetts.
 
  (b)   Domini is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.
 
  (c)   Domini has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
 
  (c)   Domini at all times shall provide its best judgment and effort to the Fund in carrying out its obligations hereunder.
     7. Certain Representations and Warranties of the Funds. Each Fund, on behalf of each of its Series, severally represents and warrants to Domini as follows:
  (a)   The Fund has been duly organized as a “business trust” under the laws of the Commonwealth of Massachusetts.
 
  (b)   The Fund is duly authorized to enter into this Agreement and carry out its terms.
 
  (c)   The Fund is an open-end management investment company registered under the 1940 Act.
 
  (d)   A registration statement under the Securities Act of 1933 has been filed for the Fund’s shares for sale in all applicable states and such registration will be effective at all times shares are offered for sale in such states.
     8. Records are Property of the Funds. To the extent required by the 1940 Act and the rules thereunder, Domini agrees that all records maintained by Domini relating to the services to be performed by Domini under this Agreement for the benefit of a Fund are the property of the Fund and will be preserved and surrendered promptly to that Fund upon request.
     9. Quality Control. Domini shall be responsible for periodically conducting quality control audits with respect to responses provided to shareholders of the Funds by Domini or a third party service provider with which Domini has contracted to perform any of the services provided for under this Agreement. Domini shall report the results of such quality control audits to the Funds no less frequently than annually.
     10. Liability and Indemnification.

3


 

  (a)   Indemnification by each Fund. Domini shall not be responsible for, and each Fund severally shall indemnify and hold Domini harmless from and against, any and all losses, liabilities, claims, demands, suits, costs and expenses (including reasonable attorneys’ fees) which may be asserted against Domini or for which Domini may be held liable, arising out of, or are attributable to, the Fund’s failure to comply with the terms of this Agreement, or arising out of or attributable to, the Fund’s negligence or willful misconduct or breach of any representation or warranty of the Fund hereunder.
 
  (b)   Indemnification by Domini. No Fund shall be responsible for, and Domini shall indemnify each Fund, its officers and trustees and hold them harmless from and against, any and all losses, liabilities, claims, demands, suits, costs and expenses (including reasonable attorneys’ fees) which may be asserted against the Fund or for which the Fund may be held to be liable, arising out of, or attributable to, Domini’s failure to comply with the terms of this Agreement, or arising out of, or are attributable to, any negligence or willful misconduct or breach of any representations or warranty of Domini hereunder.
 
  (c)   Notice of Potential Claims. Defense of Claims. Domini and each Fund agree that each shall promptly notify the other in writing of any situation which represents or appears to involve a claim which may be the subject of indemnification hereunder, although the failure to provide such notification shall not relieve the indemnifying party of its liability pursuant to this Section 10. The indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it will notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim. If the indemnifying party elects not to defend against such claim, the indemnified party shall be entitled to advance of reasonable expenses to defend such claim. Notwithstanding the foregoing, the indemnified party shall not enter into any settlement of such matter without the written consent of the indemnifying party, which consent shall not be withheld unreasonably. The indemnifying party shall not be obligated to indemnify the indemnified party for any settlement entered into without the written consent of the indemnifying party. If the consent of the indemnified party is required to effectuate any settlement and the indemnified party refuses to consent to any settlement negotiated by the indemnifying party, the liability of the indemnifying party for losses arising out of or due to such matter shall be limited to the amount to the rejected proposed settlement.
 
  (d)   Consequential Damages. In no event and under no circumstances shall any party to this Agreement be liable to anyone, including, without limitation, to another party, for consequential damages for any act or failure to act under any provision of this Agreement even if advised of the possibility thereof.

4


 

  (e)   Survival of Provisions. The obligations of Domini and each Fund pursuant to this Section 10 shall survive the termination of this Agreement.
     11. Series as Separate Parties. Each Series of a Fund shall be regarded for all purposes hereunder as a separate party apart from each other Series of that Fund and the other Funds. Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference herein to a Fund shall be deemed to relate solely to the particular Series of that Fund to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Series constitute a right, obligation or remedy applicable to any other Series. The use of this single document to memorialize the separate agreement of each Series is understood to be for clerical convenience only and shall not constitute any basis for joining the Series for any reason.
     12. Term of Agreement. This Agreement shall become effective as of the date first written above and unless sooner terminated as hereinafter provided, shall continue in effect.
     13. Termination.
  (a)   Any party to this Agreement may terminate the Agreement as to that party and without penalty without cause by providing sixty (60) days written notice of termination. This is Agreement is terminable, without penalty, at any time by a Fund.
 
  (b)   This Agreement may not be assigned by Domini without the written consent of each Fund.
     14. Force Majeure. In the event Domini is unable to perform its obligations or duties under the terms of this Agreement because of any act of God, strike, riot, act of war, equipment failure, power failure or damage or other causes reasonably beyond its control, Domini shall not be liable for any losses, damages, costs, charges, counsel fees, payments, expenses or liability to any other party (whether or not a party to this Agreement) resulting from such failure to perform its obligations or duties under this Agreement or otherwise from such causes. This provision, however, shall in no way excuse Domini from being liable to a Fund for any and all losses, damages, costs, charges, counsel fees, payments and expenses incurred by a Fund due to the non-performance or delay in performance by Domini of its duties and obligation under this Agreement if such non-performance or delay in performance could have been reasonably prevented by Domini through back-up systems and other procedures commonly employed by other persons in the mutual fund industry who provide services similar to those to be provided by Domini under this Agreement, provided that Domini shall have the right, at all times, to mitigate or cure any losses, including by making adjustments or corrections to any current or former shareholder accounts.
     15. Miscellaneous.

5


 

  (a)   Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, except as such laws may conflict with the 1940 Act and the rules thereunder or
other applicable federal laws or regulations.
 
  (b)   Severability. If any provision of this Agreement shall be held or made invalid in whole or in part by a court decision, statute, rule, or otherwise, the remaining provisions of the Agreement shall not be affected thereby. Invalid provisions shall, in accordance with the intent and purpose of this Agreement, be replaced by mutual consent of the parties with such valid provisions which in their economic effect come as closely as legally possible to such invalid provisions.
 
  (c)   Amendments in Writing. Any part of this Agreement or any appendix hereto may be amended or waived with respect to a Fund only by an instrument in writing signed by that Fund and Domini.
 
  (d)   Headings and Captions. The headings and captions contained in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
 
  (e)   Interpretation. Nothing herein contained shall be deemed to require a Fund to take any action contrary to its Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Fund.
 
  (f)   Enforceability by Successors and Assigns. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
 
  (g)   Survival of Representations, Warranties and Indemnification. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement.
 
  (h)   No Joint Venture. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between a Fund and Domini. It is understood and agreed that all services performed hereunder by Domini shall be as an independent contractor. This Agreement is between Domini and the Funds and neither this Agreement nor the performance of the services provided for herein shall create any rights in any third parties. There are no third party beneficiaries hereto.

6


 

  (i)   No Waiver. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
 
  (j)   Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first written above.
         
  Domini Social Investments, LLC
 
 
  By:   /s/ Amy Domini    
    Name:   Amy Domini   
    Title:   CEO and Manager   
 
  Domini Social Investment Trust,
Domini Institutional Trust and
Domini Advisor Trust, each on behalf of its
series

 
 
  By:   /s/ Carole Laible    
    Name:   Carole Laible   
    Title:   Vice President   
 

7


 

APPENDIX A
Services
Shareholder Services. Domini shall be responsible for providing the following shareholder services pursuant to this Agreement:
  (a)   Respond as appropriate to all non-transaction related Shareholder inquiries and communications received over the telephone, by mail, by facsimile, or by other electronic means.
 
  (b)   Maintain copies of written correspondence received and produced, and deliver and maintain copies of correspondence generated in response to Shareholder inquiries as required by applicable law.
 
  (c)   Forward all transaction-related Shareholder inquiries received by Domini to the applicable shareholder servicing agent, currently, PFPC, Inc. (“PFPC”), or as otherwise directed by a Fund.
 
  (d)   Provide document fulfillment and mailing services in response to requests for account documentation, fund information and data made by or on behalf of Shareholders or other potential investors.
 
  (d)   Provide Institutional Dealer Servicing including dissemination of Fund information and data.

8


 

Appendix B
Compensation
Active Accounts:
$4.00 per account, per annum
Fees are billed monthly based on 1/12th of the annual fee. The number of Active accounts for each Fund is tracked by each Fund’s transfer agent. No Fund shall be liable for the payment of fees owed by another Fund under this Agreement.

9

EX-99.P.3 5 y00189aexv99wpw3.htm EX-99.P.3: CODE OF ETHICS EX-99.P.3
Exhibit p(3)
         
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  September 28, 2004   April 2005
       
POLICY
       
 
       
Code of Ethics
       
Seix’s primary responsibility has always been and will continue to be the protection of client assets.
The primary responsibility of each Seix officer, employee, and designated “associated” individual, is to carry out his or her duties in an ethical and diligent manner that is designed to obey all regulations and protect and enhance client relationships. Furthermore, each individual is expected to apply the same principles and moral codes in all personal and social pursuits.
The Seix Code of Ethics and Personal Trading Policy and Procedures (the “Code”) has been in place for many years, and is continually re-evaluated for its effectiveness and efficiency as our business lines, client bases, the financial industry and regulatory mandates all become more complex.
The Code is not simply a regulatory compliance statement that applies certain explicit business standards. The Code addresses the entire Seix Compliance Program and underscores the general guidelines, principles and standards that have been designed to further assist individuals with implicit regulatory, corporate, and personal directives.
All officers, employees and designated personnel are subject to the Code rules and regulations regardless of position, length of employment, area or expertise, etc. The Code is also reflective of SunTrust Banks, Inc. corporate codes and business values, and thus all applicable personnel are held to the highest standards of business and personal integrity at all times and without exception.
Seix takes great pride in its reputation and we are confident that applicable personnel will comply with all regulatory and firm specific rules and procedures. The Code is fully supported by senior management and is constantly reinforced through active business and compliance communications and periodic education and training.
Violations of any regulations, policies and procedures, will not be taken lightly and ignorance of the requirements or poor memory retention are insufficient excuses. All violations will be addressed and resolved by senior compliance and business management (as deemed appropriate) as quickly as possible.
The Chief Compliance Officer is now held responsible and liable for implementing and supervising policies and procedures. In addition, the SEC and

 


 

         
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other regulators require proof that any policy or procedure violations carry the appropriate penalty actions. Such actions may include but are not limited to: personal trading restrictions, loss of salary/bonus/general compensation, fines, suspension, termination, criminal and/or civil legal actions.
Seix places its trust and future in our hands. We must at all times conduct ourselves in a manner that will ensure regulatory adherence, promote client confidence, and support firm and personal high ethical standards.

 


 

         
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POLICY
       
 
       
Code of Ethics and Personal Trading Policy
       
Introduction
As Seix employees, we frequently encounter a variety of ethical and legal questions. There are no shortcut formulas or automatic answers to the choices we have to make in business today, however, we should decide the answer to these questions in ways that are consistent with Seix’s values. In some instances, the Code will only be able to provide a baseline standard for our actions, but underpinning these guidelines are the values we share as Seix employees:
    Dedication to every client’s success
 
    Trust and personal responsibility in all relationships
As simple statements, our values may not provide obvious answers in all situations, but they provide, or should provide, clear reasons why we make the choices we do. You will have many opportunities to make such choices in situations that are not covered by these guidelines. You will not, however, come across a major decision at Seix where our values would not be applicable. Because of the values we share, you will never encounter a situation where actions contrary to our guidelines are acceptable.
At Seix, the Chief Executive Officer and senior executives are responsible for setting standards of business ethics and overseeing compliance with these standards. It is every individual’s responsibility to comply with these standards. In all instances, every employee must obey the law and act ethically.
Our industry continues to undergo significant changes. As a whole, these changes make the ways in which we do business more complex. Because of the continuing need to reassess and clarify practices, the contents of these guidelines will be updated as needed. Because rapid changes in our industry constantly present new ethical and legal issues, no set of guidelines should be considered the absolute last word under all circumstances. If you have any questions about interpreting or applying the standards set forth in the Code it is your responsibility to consult your supervisor or the Compliance Department.

 


 

         
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Personal Trading Policy
       
Seix has confidence in the integrity and good faith of its directors, officers and employees. However, the Adviser recognizes those individuals may have knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions made on behalf of one or more of the RidgeWorth Funds; other mutual funds sub-advised by the Adviser; common/collective funds; and individually managed accounts, all collectively referred to as (“Clients”). Such knowledge could place those individuals, (if they engage in personal transactions in securities that are eligible for investment by Clients), in a position where their personal interests may conflict with those of the Adviser’s Clients.
In view of the foregoing, and in accordance with Rule 204A-1 of the Advisers Act, and the provisions of rule 17j-1(b)(1) of the 1940 Act (collectively defined as the “1940 Acts”), the Adviser has adopted this Code of Ethics and Personal Trading Policy (“Code”). This Code prohibits certain types of personal transactions deemed to create conflicts of interest, or at least the potential for, or the appearance of, such a conflict and establishes reporting requirements and enforcement procedures.
5:2.1 Definitions.
  (1)   Access Person- each full/part-time employee, director, officer, certain contractors of the Adviser, and certain employees of affiliates who are located at Adviser’s offices and/or perform most of their job functions on behalf of Adviser.1
 
  (2)   Beneficial Ownership- of a security is generally determined in the same manner as it is for purposes of Section 16 of the 1934 Act. You should consider yourself the Beneficial Owner of any securities in which you have a direct or indirect pecuniary interest; which is the opportunity to profit directly or indirectly from a transaction in securities. Thus, you may be deemed to have Beneficial Ownership of securities held by members of your immediate family sharing the same household (i.e., a spouse and children), or by certain partnerships, trusts, or other arrangements.
 
  (3)   Blackout Period- a period during which Access Persons may not execute personal transactions because Adviser is or may be trading in the same or similar securities. Adviser’s Blackout Period is three (3) days and applies to Covered Security transactions. This means no Access Person shall purchase
 
1   Seix reserves the right to determine on a case by case basis when and how employees of affiliates who are located at Adviser’s offices may be subject to reporting requirements.

 


 

         
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or sell any Covered Security within at least three (3) business days before and after the same security is being purchased or sold by/on behalf of Clients.
  (4)   Covered Security- any stock, bond, future, investment contract or any other instrument that is considered a “security” under the 1940 Acts. The term “Covered Security” is very broad and includes instruments you might not ordinarily think of as “securities,” such as:
  §   Options on securities, indexes and currencies
 
  §   Investments in limited partnerships
 
  §   Exchange Traded Funds (ETFs), closed end funds, foreign mutual funds and foreign unit trusts
 
  §   Private investment funds, hedge funds, and investment clubs
 
  §   Proprietary mutual funds which are funds managed by the Adviser or any other SunTrust Banks Inc. (STI) affiliate. The RidgeWorth Mutual Funds are an example of a proprietary fund.
 
  §   Non-proprietary mutual funds that are advised or sub-advised by the Adviser
Covered Security does not include:
  §   Direct obligations of the U.S. government (e.g., treasury securities)
 
  §   Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements
 
  §   Money market funds
 
  §   Shares of open-end mutual funds other than those that are advised or sub-advised by the Adviser
NOTE: Investments not considered Covered Securities do not need to be reported to Adviser. However, personal securities accounts which hold or could hold Covered Securities do need to be reported.
  (5)   Holding Period- short term trading in all Covered Securities is prohibited. In general, all transactions must be held for a period of sixty (60) days or more. This includes options and futures transactions.
 
  (6)   Initial Public Offering (IPO)- is an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

 


 

         
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  (7)   Market Timing- is excessive short-term trading in mutual funds. Such activities can be detrimental to long-term fund shareholders, and consequently, fund companies must maintain policies and procedures to detect and prevent market timing abuses and other short-term trading.
 
  (8)   Private Placement- an offering of a stock or bond that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) in the 1933 Act.
 
  (9)   Review Officer- The individual selected by the Adviser to administer this Code.
5:2.2 Statement of General Fiduciary Principles.
In recognition of the trust and confidence placed in the Adviser by its Clients and to give effect to the Adviser’s belief that its operations should be directed for the benefit of its Clients, the Adviser hereby adopts the following general principles to guide the actions of its directors, officers, employees and other Access Persons.
  (1)   The interests of Clients must be placed first at all times.
 
  (2)   This Code serves as the Adviser’s standards of business conduct and fiduciary obligations of its Access Persons.
 
  (3)   Access Persons are required to immediately report any violations of this Code to the Adviser’s Chief Compliance Officer or his/her designee. Any retaliation for the reporting of violations under this Code will constitute a violation of the Code.
 
  (4)   Access Persons are required to comply with applicable Federal Securities Laws.
 
  (5)   All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.
 
  (6)   All the Adviser’s Access Persons must avoid actions or activities that allow, or appear to allow, any such person to profit or benefit from his or her position with respect to Clients, or that otherwise bring into question the person’s independence or judgment.

 


 

         
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  (7)   Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material nonpublic information. See Insider Information Policy Section 5.4.
 
  (8)   Market Timing abuse in mutual funds is strictly prohibited. Access Persons should be aware of and are required to comply with the Market Timing policies for all mutual funds they invest in.
 
  (9)   This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of its specific provisions will not shield Access Persons from liability for personal trading or other conduct which violates a fiduciary duty to Clients.
5:2.3 Prohibited Purchases and Sales of Securities.
  (1)   Access Persons are generally prohibited from purchasing and/or acquiring Beneficial Ownership of equity or fixed income securities as part of any Initial Public Offering (IPO).
 
  (2)   No Access Person may participate in a block trade with any Client transaction.
 
  (3)   Access Persons are prohibited from short term trading that violates the Holding Period.
5:2.4 Preclearance of Personal Transactions.
Access Persons are required to preclear personal transactions in all Private Placements and in Covered Securities except those as noted below. Preclearance requests must be submitted to the Adviser’s designated Review Officer prior to proceeding with the transaction. Access Persons are required to preclear investments in Private Placements by submitting the Private Placement request form and a copy of the Offering Memorandum associated with the investment to the designated Review Officer. Preclearance approvals are valid only for the date preclearance is granted. “Good till Cancel” (orders that could remain active beyond a day) are prohibited. In determining whether to grant approval, the Review Officer shall refer to all relevant sections of this Code.
The following personal transactions in Covered Securities are exempt from preclearance procedures. This exemption from preclearance does not release

 


 

         
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employees from reporting obligations, Holding Period restrictions or applicable securities laws:
  (1)   De Minimis purchases or sales of 100 shares or fewer of an equity security or $5000 or less of a fixed income security. Note: This exemption does not apply if your ownership exceeds 500 shares or more of the equity position or $25,000 or more of the fixed income position and should not be used as a means to avoid preclearance;
 
  (2)   Purchases or sales of exchange traded funds [(ETFs) including but not limited to SPDRS, QQQQ, Diamonds, WEBS, XAX,] closed end funds, foreign mutual funds, foreign unit trusts, proprietary mutual funds, or non-proprietary mutual funds advised or sub-advised by the Adviser;
 
  (3)   Purchases or sales of SunTrust Banks, Inc. (STI) Stock including the exercise of STI employee granted stock options;
 
  (4)   Purchases or sales which are non-volitional on the part of the Access Person, including purchases or sales upon receipt of an exercise notice of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call; (notification and reporting are required.) Note: Any options exercised at your discretion must follow standard pre-clearance requirements.
 
  (5)   Purchases effected upon the exercise of rights issued by a security issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer
5:2.5 Reporting Obligations.
  (1)   Initial and Annual Holdings Reports- Each Access Person shall complete an Initial Holdings Report within 10 days of his or her start date. Thereafter, each Access Person shall complete an Annual Holdings Report due January 31st for all Covered Securities as well as all securities accounts which hold or could hold Covered Securities in which the Access Person has any direct or indirect Beneficial Ownership. This includes the disclosure of accounts held by members of your immediate family sharing the same household (i.e., a spouse and children) etc. Information must be current within 45 days prior to the day the report is submitted.

 


 

         
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      Reports to include:
  §   The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership;
 
  §   The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
 
  §   The date the Access Person submits the report
  (2)   Quarterly Transaction Report- Each Access Person shall report transactions in Covered Securities where beneficial ownership exists within 20 days of each calendar quarter end.
 
      Reports to include:
  §   For each Covered Security the date of the transaction, the title, and as applicable its exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount;
 
  §   The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
 
  §   The transaction price;
 
  §   The name of the broker, dealer or bank where the transaction was effected;
 
  §   The date the Access Person submits the report; and
 
  §   A disclosure of any new account(s) in which the Access Person has Beneficial Ownership
  (3)   Initial and Annual Certifications- Each Access Person must certify initially within 10 days of his or her start date (and annually thereafter) that he or she has read, understands and recognizes that he or she is subject to the Code.
 
  (4)   Outside Business Activities Certification- Each Access Person must disclose initially within 10 days of his or her start date (and annually thereafter) any outside business activity whether compensation is received or not.

 


 

         
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  (5)   Duplicate Statements and Confirmations- Each Access Person must direct their securities firms to supply Adviser with copies of account statements and trade confirmations directly to:
 
      Seix Investment Advisors LLC
Attn: Compliance Officer
10 Mountainview Road, Suite C-200
Upper Saddle River, NJ 07458
 
      NOTE: In instances where securities firms are unable to provide duplicate statements (examples may include 401k and stock plan accounts held outside SunTrust and investment club accounts) employees must furnish copies with their Quarterly and Annual reports. Additionally, whenever possible, Adviser will establish electronic feeds with securities firms to satisfy the duplicate statements and confirmations requirement.
5:2.6 Exception to Reporting Obligations.
Fully Discretionary or Managed Accounts — Access Persons may have discretionary accounts managed by an external party in which full discretionary authority has been given via a signed legal contract. For this type of account, no communication between the external investment manager and the employee with regard to investment decisions is permitted to occur prior to the investment manager’s execution. Transactions and holdings in these accounts do not need to be reported to Adviser. Employees must provide the Review Officer or Chief Compliance Officer designee with a letter signed by the investment manager or other external party confirming that the account is, or will be, fully discretionary, and that the employee has no power to affect or influence investment decisions. In lieu of providing a letter, a signed copy of an Investment Advisory agreement or other legal document will suffice if all applicable points above are covered.
5:2.7 Additional Restrictions and Requirements.
  (1)   No Access Person shall give or receive any gift or other item except in accordance with the Seix Gifts and Entertainment Policy. See Section 5.7.

 


 

         
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  (2)   Generally, no Access Person may accept a position as a director or trustee of a publicly-traded company whether or not the position provides compensation in any form. Exceptions to this policy may be available with prior written approval by the Adviser (and, if applicable, by the Board of Trustees of the RidgeWorth Funds).
 
  (3)   In the event of extended Medical or Military Leave, Access Persons should notify the Review Officer as reporting deadlines, in many cases, will continue to apply.
5:2.8 Review and Enforcement.
  (1)   The Review Officer shall conduct periodic spot checks to ensure that Access Persons are not attempting to knowingly front run Client trading activity by placing personal trades within 3 business days before or after Client trading, also referred to as the Blackout Period.
 
  (2)   The Review Officer shall compare personal securities transactions reported pursuant to all sections of this Code with completed portfolio transactions of Clients for the relevant time period to determine whether a violation of this Code may have occurred. Before determining that a violation has been committed by any person, the Review Officer shall give such person the opportunity to supply additional explanatory material. Preclearance approval does not necessarily mean a trade is not in violation of the Code as the Review Officer does not have prior knowledge of Client trading activity occurring after preapproval is granted. Conversely, a trade that occurs during the 3 day Blackout Period is not automatically considered a violation. The Review Officer will apply subjective analysis to each transaction to determine whether a trade within the 3 day Blackout Period presents a conflict or the appearance of a conflict with trading on behalf of Clients.
 
  (3)   If the Review Officer determines that a material violation of this Code may have occurred, the Review Officer shall submit such written determination, together with the information upon which the Review Officer made the determination and any additional explanatory material provided by the person, to the Adviser’s Chief Compliance Officer or his/her designee.
 
  (4)   If the Adviser’s Chief Compliance Officer or his/her designee finds that a violation has occurred, he or she may, after determining the seriousness of the infraction, impose one or all of the following:

 


 

         
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  §   Verbal Admonishment;
 
  §   Written acknowledgement from the Access Person that he or she has again reviewed, fully understands and agrees to abide by the Code;
 
  §   Written notice to the Access Person’s Personnel and Compliance files including steps taken to ensure full compliance in the future;
 
  §   Fines and/or reversals of trades, requiring fines or profits be donated to a charity and losses be the responsibility of the employee;
 
  §   Partial or full restriction on all personal trading. A partial restriction is usually 6 months or more, a full restriction usually results in disallowing the employee from conducting ANY personal trading for the remainder of his or her association with the Adviser;
 
  §   Suspension or termination of employment
Severity of the violation and any history of non-adherence to the Code will be the basis for a determination of appropriate disciplinary action.
5:2.9 Records.
The Adviser shall maintain records in the manner and extent below under the conditions described in Rule 31a-2 under the Investment Company Act and Rule 204-2 of the Investment Advisers Act. As noted below, records shall be maintained in a readily accessible place for at least five years, with the first two years in an office of the Adviser:
  (1)   A copy of each Code that has been in effect at any time during the past five years;
 
  (2)   A record of any violation of the Code and of any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
 
  (3)   A record of all written acknowledgments (as required by Rule 204A-1) for each person who is currently, or within the past five years was an Access Person of the Adviser, shall be retained for five years after the individual ceases to be an Access Person.

 


 

         
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  (4)   A record of each report made by an Access Person pursuant to this Code shall be preserved for a period of not less than five years from the end of the last fiscal year in which it was made.
 
  (5)   A record of all persons who have been required to make reports 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 was made.
 
  (6)   A record of any decision, and reasons supporting the decision, to approve the acquisition of securities by Access Persons for at least five years after the end of the fiscal year in which the approval is granted.
 
  (7)   A copy of each annual report to the Board of Trustees of the RidgeWorth Funds will be maintained for at least five years from the end of the fiscal year in which it was made.

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
POLICY
The SunTrust Code of Business Conduct and Ethics (the “Code”) expresses the core values of our company. Each employee of the company must read, understand, and abide by the letter and the spirit of the Code. The honesty, integrity, and sound judgment of our employees are essential to SunTrust’s reputation and success. In all situations, employees will act to avoid even the appearance of legal or ethical impropriety.
INTRODUCTION
This Code includes standards for the workplace environment which SunTrust employees are expected to observe and promote as well as standards for each employee’s own conduct.
  I.   WHAT EMPLOYEES CAN EXPECT FROM SUNTRUST
 
      SunTrust pledges fair treatment to all employees. Specifically, SunTrust:
  A.   Seeks to promote equal employment and career advancement opportunity, and to eliminate bias on the basis of race, creed, color, gender, religion, age, disability, national origin, veteran status, sexual orientation, gender identity, or any classification protected by applicable law.
 
  B.   Maintains ongoing affirmative action programs, and expects managers and all other employees to comply fully with the spirit as well as the provisions of these programs.
 
  C.   Makes demonstrated ability and qualification the primary basis for selection and promotion.
  II.   WHAT SUNTRUST EXPECTS OF EMPLOYEES
 
      Integrity and high ethical standards are essential in our business. SunTrust expects employees to be conscientious and do quality work. Employees should:
  A.   Follow the spirit and provisions of the Code. Failing to do so may result in disciplinary action, including termination of employment.
 
  B.   Avoid illegal conduct in your business and personal life. Immediately notify your manager if you are convicted of a criminal offense involving theft, dishonesty, breach of trust or any other crime that is a felony.

 


 

         
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  C.   As you work, keep the best interests of SunTrust in mind.
 
  1.   Handle company business promptly, and understand the difference between your responsibilities and those actions and decisions you are not qualified or authorized to make. Do not conduct or authorize any business transactions unless you have the authority to do so.
 
  2.   Be careful when you enter into legal agreements and other contracts on behalf of SunTrust. Only do so when it is appropriate and you have authorization from your manager. Employees have no authority to take action that they know is in violation of any statute, rule or regulation. If you are not sure if you have the authority to act or whether a proposed action has been authorized you should ask for guidance from your manager or, where appropriate, from internal corporate counsel.
 
  D.   Be truthful and accurate when you file for reimbursement of expenses and follow the relevant policies and guidelines contained in the SunTrust Accounting Policy Manual.
 
  E.   Be truthful and accurate during an internal or external investigation, and maintain the confidentiality of the investigation. Failure to cooperate in an investigation may lead to disciplinary action up to and including termination.
 
  F.   Comply with policies on harassment, substance abuse and other policies contained in the SunTrust Employee Handbook.
 
  G.   Perform your duties without discrimination on the basis of race, creed, color, gender, religion, age, disability, national origin, veteran status, sexual orientation, gender identity, or any other classification protected by applicable law. Do not engage in harassment of any kind, including sexual harassment.
 
  H.   Comply with the company’s Information Security Brochure and be diligent in safeguarding the security of our information and physical assets.
  III.   CORPORATE RECORDS AND REPORTING
 
      SunTrust requires honest and accurate recording and reporting of information to meet financial reporting, regulatory, tax, and legal obligations. All business transactions must be properly and accurately

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
      recorded in a timely manner on SunTrust’s books and records in accordance with applicable accounting standards, legal requirements, and SunTrust’s system of internal controls.
 
      SunTrust is committed to full, fair, accurate, timely, and understandable disclosure in public reports and documents filed with regulatory authorities, shareholders, and the public. SunTrust’s financial statements and reports must be prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial condition and results of operations of the company.
 
  IV.   RESPONSIBILITY OF EMPLOYEES TO AVOID POSSIBLE CONFLICTS OF INTEREST
 
      You receive compensation and benefits from SunTrust, and must not use your association with the company for other personal gain. If you have questions about an activity that might violate or appear to violate this policy, check with your manager or SunTrust’s General Auditor. Follow these guidelines to avoid possible conflicts of interest:
  A.   Ensure that no outside personal, business, charitable, religious, civic, or investment activities conflict with the interests of the company.
  1.   Employees may directly or indirectly sell, purchase, or lease property or services to or from the company only if:
  a)   The transaction is in the ordinary course of business on terms and conditions generally available to the public, less any standard company-approved employee discount.
 
  b)   The transaction is fair and reasonable to the company at the time it is approved and employees disclose details of the transaction and get prior written approval from a Management Committee member.
  2.   The primary business obligation of employees is to SunTrust, and any activities or investments that detract from this obligation must be avoided. Unless a Management Committee member gives prior written approval, employees must not directly or indirectly:

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
  a)   Engage in any business activity or make any investment that competes with the business interests or activities of SunTrust. However, employees may make investments without approval of up to one percent of any class of securities traded on any recognized stock exchange or on the NASDAQ/OTC market or for investments in mutual funds generally available to the public.
 
  b)   Acquire or retain investments or financial interests in any business entity that is or may reasonably be expected to become a customer, competitor, or supplier of SunTrust, if you are in a position to influence decisions between SunTrust and the business entity and have direct contact with that business such as a loan officer, purchasing officer, or their direct supervisor.
 
  c)   Employees must never trade in a security while in possession of material, non-public information about the issuer. Employee trading should not be based upon information that is confidential or proprietary to SunTrust, its subsidiaries or affiliates, its clients, or its counter-parties.
 
  d)   To avoid even the appearance of impropriety, employees are prohibited from purchasing public offerings where SunTrust or its affiliates have a relationship with the issuer and the employee is involved in that relationship.
  B.   To avoid possible conflicts of interest, and because it is potentially illegal under the Bank Bribery Act, employees must not directly or indirectly solicit money, gifts or other compensation benefiting themselves for business decisions they make for the company or for services that are part of their job. Bribes, kickbacks, or other payments for illegal or unethical purposes cannot be accepted. You should inform a Management Committee member of any offer or gift made to influence or reward you in connection with company business. If you are uncertain as to the application of this provision you should contact your manager.

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
  C.   In some instances, employees may accept gifts of nominal or reasonable value without risk of corruption or breach of trust. Described below are guidelines for accepting gifts. Generally, employees may accept:
  1.   Gifts, gratuities, amenities, or favors based on obvious family personal relationships (such as those between the parents, children, or spouse of an employee) when the circumstances make it clear that such relationships, rather than the business of the company, are the motive for the gift.
 
  2.   Meals, refreshments, travel arrangements or accommodations, or entertainment, as long as all are of reasonable value, are in the mutual business interest of SunTrust and the other party, and do not create a sense of obligation.
 
  3.   Gifts of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, religious holiday, etc.
 
  4.   Advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars, or similar items.
 
  5.   Employees of SunTrust Investment Services, Inc. and SunTrust Capital Markets, Inc. are bound by securities regulations with respect to gifts and gratuities and should consult their respective firm’s policies in that regard.
  D.   Do not serve under a power-of-attorney or as executor, personal representative, trustee or guardian of an estate, trust or guardianship established by anyone other than a family member, without obtaining written permission of your manager.
 
  E.   Do not accept directorships or positions with for-profit corporations, non-profit organizations or accept employment with outside companies without getting written approval first from your manager.

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
  F.   Employees may not directly or indirectly obtain credit from a customer, competitor or supplier of SunTrust except when the person granting the credit does so solely as a family member or personal friend independent of any business relationship with SunTrust; or the granting of credit is within the ordinary course of business, based on terms generally available to others, given without reference to the assets or credit standing of SunTrust; and complies with all applicable laws and SunTrust policies.
 
  G.   Employees may not directly or indirectly process their own personal banking transactions. (This does not include Employee Online Banking.) In addition, employees may not directly or indirectly process the banking transactions of their family members as well as those transactions of any persons residing in their household.
  V.   DEALINGS BETWEEN EMPLOYEES AND THE COMPANY
  A.   Officers may not directly or indirectly obtain credit (including overdrafts) from SunTrust unless the type of credit desired is permitted by “The Officer Borrowing Policy” as published in the SunTrust Credit Policy Manual.
 
  B.   Employees may not make discretionary decisions (such as approving extensions of credit or overdrafts, waiving service charges or late fees, or purchasing goods or services) with respect to themselves, their relatives, or organizations in which they hold a material management or financial interest.
 
  C.   When you are publicly stating a personal opinion which might be construed as the opinion of SunTrust, you should make it clear you are speaking only for yourself and not SunTrust.
 
  D.   SunTrust retains income and royalties as well as copyright ownership and title to all products prepared at company direction.
 
  E.   Do not give legal, tax, accounting, or investment advice to any customer, unless you are qualified and authorized to do so. In general, customers should be told to seek professional legal, tax, and accounting advice from their own advisors.

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
  VI.   RESPONSIBILITY AS A STEWARD OF OTHER’S FINANCIAL INTERESTS
 
      Our customers rely on us to maintain confidentiality and exercise prudence when dealing with their financial affairs, funds, and property.
  A.   Employees should ensure that all confidential and proprietary information they receive in their jobs is used only for “need-to-know” purposes and not provided to unauthorized persons. This information should also not be used for investment, business, charitable, religious, civic, or other purposes unrelated to the business of the company. Confidential and proprietary information should not be used as a basis for buying, selling, trading, or recommending the purchase, sale, or trading of any securities of any entity until the public has the same information.
 
  B.   Employees should ensure that all non-public information concerning the securities, financial condition, earnings, and other performance data of SunTrust remains confidential until provided to the public by SunTrust.
 
  C.   Employees should maintain the confidentiality of information entrusted to them by the company or its customers, except when disclosure is authorized or legally mandated.
  VII.   INVESTMENT MANAGEMENT AND FIUCIARY SERVICES
 
      SunTrust has various fiduciary obligations to customers and we will adhere to the following guidelines to prevent conflicts of interest between customers and employees:
  A.   Confidential information held in other areas of the company must not be used in investment decisions.
 
  B.   We will not accept fiduciary or investment management accounts when we believe that a conflict of interest could interfere with proper account administration.
 
  C.   SunTrust directors, employees, and their family members are not allowed to purchase or lease managed assets, unless they themselves are trustees or beneficiaries of a fiduciary account.
 
  D.   Employees that provide investment advice or manage fiduciary or investment management accounts must not recommend purchase

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
      of SunTrust stock to customers or purchase SunTrust stock on their own discretion for customer accounts.
  VIII.   PRIVACY RIGHTS OF CUSTOMERS
 
      To protect the rights of customers to privacy, SunTrust expects employees to:
  A.   Securely maintain all files and records which contain customer information.
 
  B.   Divulge no personal or financial information to others except with proper customer authorization, through proper legal process or regulation, or for permissible credit reporting purposes.
 
  C.   Fully adhere to the SunTrust corporate policy statement titled Protecting the Privacy of our Customers.
  IX.   RESPONSIBILITY IN THE MARKETPLACE
 
      SunTrust will be honest and fair in relations with customers, competitors and suppliers.
  A.   Employees must not give money, gifts of other than nominal value, or unusual hospitality to any customer, competitor, or supplier of SunTrust in order to influence that person to favor SunTrust.
 
  B.   Employees must not lie or provide misleading information to any customer, director, or employee of SunTrust or to any attorney, accountant, auditor, or agent retained by SunTrust or to any government agent or regulator.
 
  C.   Employees must not engage in discussions or enter into agreements with competitors about prices for services or other competitive policies and practices.
 
  D.   Employees must try to provide information that is clear, factual, relevant, and honest to help customers select services that meet their needs. All services will be equally available to all customers who meet relevant criteria and standards.
 
  E.   Confidential information about SunTrust, its shareholders, existing or prospective customers, competitors or suppliers, gained through association with SunTrust, must be used by employees

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
      solely for SunTrust purposes. Such information must not be provided to any other person or firm, or used for personal, private, business, charitable, or any other purpose.
 
  F.   Information, advertising, and other statements released to the public by SunTrust must be truthful and not misleading. Media inquiries should be directed to Investor Relations.
 
  G.   The books, records, and accounts of SunTrust must accurately and fairly reflect the company’s transactions and operations. Employees must not, directly or indirectly, knowingly falsify any company documents.
 
  H.   SunTrust will seek the prosecution of any employee suspected of embezzlement or misapplication of funds.
  X.   PROFESSIONALISM IN BUSINESS AND PERSONAL MATTERS
  A.   Employees are governed by the SunTrust Code of Business Conduct and Ethics and must follow the provisions of the Code in a manner that will protect the integrity and reputation of SunTrust and themselves.
 
  B.   Employees must not convert property or assets of SunTrust to personal use.
 
  C.   Employees must manage their own financial affairs responsibly. They must disclose to their manager any personal financial problems that might cause embarrassment to the company if they became public knowledge or might affect their judgment concerning company business.
  XI.   RESPONSIBILITY OF CITIZENSHIP
  A.   SunTrust intends to be a good corporate citizen in every community in which it operates, supporting worthy civic, cultural, educational, social, and other programs contributing to the quality of life.
 
  B.   Employees are encouraged to exercise their rights and duties as private citizens. Since certain civic activities may adversely affect job performance, employees must obtain written approval from a Management Committee member before seeking or accepting any public office and before serving as the chairperson or

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
      treasurer of a political campaign committee for any candidate or political party.
 
  C.   Although employees are encouraged to participate freely and actively in the political process, they must follow all applicable laws, rules, and regulations (including those relating to conflicts of interest and ethical improprieties by government officials) and make sure that the activities do not interfere with the employee’s ability to perform his or her employment duties.
 
  D.   No bribe or other compensation to influence a decision or action should be paid to or accepted from any political or government official.
  XII.   POLITICAL CONTRIBUTIONS
  A.   Federal law prohibits all corporations from making federal political contributions and prohibits national banks from making contributions to federal, state, or local candidates for election. In addition, various state laws further limit the ability of corporations to make political contributions.
 
  B.   Where lawful, SunTrust may make contributions concerning civic or governmental issues in which SunTrust has a particular interest. These contributions cannot be to candidates for elective office. They may be made only after receiving an opinion from corporate counsel that the contribution is lawful and the prior written approval of a member of the Management Committee.
 
  C.   Any contributions by SunTrust to candidates for elective public office will require both an opinion from corporate counsel that the contribution is lawful and the prior written approval of SunTrust’s chief executive officer.
 
  D.   Employees may contribute to SunTrust-sponsored political action committees. Employees may contribute on their own behalf to political candidates provided all applicable laws as well as specific departmental policies are followed. Certain employees who assist SunTrust in soliciting municipal finance business are subject to additional restrictions on their contributions.

 


 

         
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SunTrust Code of Business Conduct & Ethics
       
  XIII.   IMPLEMENTATION
 
      Each employee is responsible for knowing the contents of the Code and following its instructions at all times. The rules of the Code will be enforced through audit, examination, and personnel procedures. Employees should address questions in writing concerning whether specific activities are prohibited or restricted by the Code to SunTrust’s General Auditor.
 
  XIV.   RESPONSIBILITY OF EMPLOYEES TO REPORT VIOLATIONS
 
      If you believe the law and/or the Code is being violated, including concerns regarding questionable accounting or auditing matters, you must report the situation promptly (within 48 hours) to your manager and to the General Auditor. If you believe that your welfare and safety will be compromised in reporting instances of suspected misconduct, you should use the SunTrust ALERT line (1-877-283-9251) to report anonymously or confidentially. Your concerns or suspicions are important to the company. Reporting the activity will not subject you to discipline, absent a knowingly false report. The General Auditor will conduct an investigation to determine if a violation has occurred. The General Auditor will ensure unbiased treatment of all parties concerned. Such disclosure does not eliminate the obligation to file federal suspicious activity reports or other required regulatory filings.
 
      The terms “SunTrust” and “company” means SunTrust and its subsidiaries. If policies of subsidiaries cover the same subject matter as the Code, the more stringent policy must govern.

 


 

         
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Insider Trading
       
5:4.1 Insider Trading
Rule 10b5-1 under the 1934 Act creates a presumption that a person aware of material nonpublic information has “used” that information in trading, subject to designated affirmative defenses aimed at showing that the information was not a factor in the trading decision. Rule 10b5-2 defines the type of family or other non-business relationships that give rise to a duty not to “misappropriate” material nonpublic information.
Anyone who is employed by, or performs any duties on behalf of Seix is subject to these Insider Trading policies.
5:4.2 What is Insider Trading?
Insider trading is seen as an abuse of an insider’s position of trust and confidence, and is harmful to the securities markets resulting in the ordinary investor losing confidence in the market.
Insider trading is prohibited by federal securities regulations so as to maintain the assurance afforded to investors that they are placed on an equal footing and they will be protected against the improper use of insider information.
Tipping of certain information by a Seix employee to a third party is also prohibited, because the information is given to certain persons and not the public at large.
Normally there are three types of insiders:
1. True insiders such as research analysts, portfolio managers, and directors;
2. Quasi insiders such as professional advisers, lawyers, auditors and financial advisers; and
3. Tippees — those who are given information by an insider.
The information of insiders is that type of information which is likely to affect the price of securities if it were public information. In all cases the necessary material information should be disseminated to the market/public before the insider deal. Otherwise the insider could publish the information and then act immediately before the market could absorb it. Timing is of the essence and enough time

 


 

         
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should be given to the public before the insider benefits, alone, from such material information.
Sanctions for insiders could be civil or criminal or both. However, normally there must be actual knowledge by the insider that the information is inside information. In other words, insider dealing must be known and deliberate.
There is no limitation as to the securities covered by the insider trading prohibition and therefore applies to all types of securities, whether listed or unlisted.
5:4.3 Policy
In certain instances, it has been observed that there is conflict of duties because trading on insider information is prohibited and at the same time there is a duty to trade to protect the interest of your client. This could emerge in cases where a broker or a bank managing a discretionary investment account and he becomes aware of unpublished price sensitive information, there may be a conflict between his duty not to trade and his duty to act in the best interests of his clients. The prohibition of insider trading is usually overriding.
It is the Policy of Seix that all investment decisions regarding the purchase, sale, or retention of publicly traded securities shall be made only on the basis of information available to the general public. No such decision shall be made on the basis of any material inside information concerning securities, which may come into the possession of Seix personnel, whether such information is obtained intentionally or unintentionally. No employee may trade, either personally or on behalf of others (such as accounts advised by Seix), in a security with respect to which he or she possesses material, non-public information, nor may such person communicate material, non-public information to others in violation of the law. Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.
Seix personnel shall not seek access (either directly or indirectly), to Credit Files, Securities Underwriting Files, or other files of SunTrust Banks for investment decision purposes. Seix personnel shall also avoid discussion with personnel of SunTrust Banks, or any affiliate concerning publicly held corporations, in

 


 

         
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meetings or in private, which might lead to a disclosure of material inside information concerning such corporations or securities to Seix personnel.
Where personnel come into possession of material inside information concerning publicly held securities, this fact shall be made known promptly to the President. Appropriate steps shall then be taken to prevent any investment decisions being made on the basis of such information.
These prohibitions do not apply to non-publicly traded securities of closely held corporations, for which Seix has current or prospective fiduciary or advisory responsibility. In such instances, personnel may request access to files of the Bank pertaining to such corporations, but only with the approval of the President.
Substantial corporate resources are devoted toward the analysis of company and industry trends, which should be available to benefit the corporation. Banking personnel are permitted access to the industry and company Trust Files. Unlike Banking Files, which contain confidential information, all of the information in these files is by its nature data in the public domain. Therefore, the information should be considered available for credit inquiries and the like. Also, within the realm of public type information would be the working files of Seix research analysts, including computer-based files. It is understood that Seix analysts may also provide certain assistance to Banking personnel from time to time, based on the above-mentioned publicly available files.
In order to mitigate such potential conflicts, Seix personnel are required to follow Policy 5.10, the Seix Information Control Policy and policy x.x, the Bank Loan Amendment policy, with regards to the possession of material non-public information and the trading of public securities.
5:4.4 Chinese Wall
One possible solution for this issue is a Chinese wall between the investment advisory (research or portfolio managers) and the firm’s sales department. A Chinese wall, if effective, stops confidential information passing from individuals on one side of the wall to individuals on the other side.
All regulations relating to securities markets are very clear regarding the prohibition of insider trading. This clear stand is based on the philosophy of giving equal information to all investors. Seix will maintain appropriate controls

 


 

         
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so that insider information does not disseminate throughout or outside of the Firm.
5:4.5 Rule 10b5-1 “Use” versus “Possession”
In the past, the SEC has maintained in enforcement cases that a trader may be liable under Exchange Act Rule 10b-5 (the principal insider trading prohibition) for trading while in “knowing possession” of material nonpublic information and that it is not necessary for the government also to prove that the trader “used” the information for trading. Rule 10b5-1 provides that a purchase or sale of a security is “on the basis of” material nonpublic information as required for a violation of Rule 10b-5 if the person making the purchase or sale was “aware” of the information at the time of the purchase or sale, subject to designated affirmative defenses aimed at showing that the information was not a factor in the trading decision. Under Rule 10b5-1, a defendant found to be “aware” of material nonpublic information at the time of a trade must prove that before becoming aware of the information, he or she had:
(1) entered into a binding contract to make such trade;
(2) instructed another person to make the trade for his or her account, or
(3) adopted a written plan for trading pursuant to which such trade was made. Such a contract, instruction or plan must have either:
(a) specified the amount to be purchased or sold, the price (which may be a particular dollar price or the market price on a particular date or a limit price) and the date on which the securities were to be purchased or sold (which may be any date during the period a limit order is in effect),
(b) included a written formula or algorithm or computer program for determining amount, price and date, or
(c) permitted the trading person to exercise no influence over how, when or whether to effect purchases or sales.
Rule 10b5-1 includes an additional affirmative defense available only to trading parties that are entities. Under this provision, an entity will not be liable if it

 


 

         
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demonstrates that the individual making the investment decision on behalf of the entity was not aware of the information and that the entity had implemented reasonable “Chinese Wall” policies and procedures to prevent insider trading.
5:4.6 Rule 10b5-2
In Chiarella v. United States (1980), the U.S. Supreme Court held that trading or tipping of information must constitute the breach of a fiduciary duty in order to be illegal under the insider trading prohibitions of Rule 10b-5. In addition to the relationship between a corporate director or officer and the corporation, courts have found the necessary fiduciary duty to exist in several other types of business relationships, including (among others) employer-employee, attorney-client and the relationship between partners in a partnership. Courts have also found the necessary fiduciary duty to exist in certain non-business relationships based on trust and confidence, such as a psychiatrist-patient relationship.
In United States v. Chestman (2d Cir. 1991), however, the Second Circuit Court of Appeals indicated that a family relationship (in that case, marriage) did not by itself constitute a sufficient relationship of trust or confidence for an insider trading claim and neither did a family relationship plus a unilateral imposition of confidentiality (Wife: “Honey, don’t tell anyone about this!”). In so doing, the Second Circuit suggested that the result might be different if family members had a bilateral agreement of confidentiality (Wife: “Do you promise not to tell anyone?” Husband: “I promise.”) or there was a prior history or pattern of sharing similar confidences such that one family member had a reasonable expectation that the other would keep those confidences.
Rule 10b5-2 enumerates a non-exclusive list of non-business relationships under which a sufficient duty of trust or confidence will exist. These include:
1. Whenever a person agrees to maintain information in confidence (a bilateral agreement);
2. Whenever the person communicating the information and the person to whom it is communicated have a history, pattern or practice of sharing confidences, such that the person communicating the material nonpublic information has a reasonable expectation that the other person would maintain its confidentiality; or

 


 

         
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3. Whenever a person receives or obtains the information from the person’s spouse, parent, child or sibling. The rule specifies, however, that the sufficiency of this last category may be rebutted if the defendant proves that the person providing the information “had no reasonable expectation that [the defendant] would keep the information confidential, because the parties had neither a history, pattern or practice of sharing confidences, nor an agreement or understanding to maintain the confidentiality of the information.” In other words, a husband accused of breaching a duty of confidence to his wife by trading on information she had passed to him could rebut the presumption by proving that his relationship with his wife was so bad that she had no reasonable expectation that he would not betray the confidence by trading.
5:4.7 Procedures
Because all individuals associated with or performing duties on behalf of Seix are subject to these Insider Trading policies, each individual is also responsible for the following procedures with respect to thwarting or detecting Insider Trading rule violations:
  1.   Read and comply with the policies and procedures stated here.
 
  2.   Make no trades in accounts for which you have direct or indirect beneficial interest in securities for which material non-public information exists.
 
  3.   Do not disclose any material non-public information to family, friends or clients.
 
  4.   Notify the Chief Compliance Officer when you suspect a potential violation of insider trading rules.
 
  5.   Properly document and submit to Seix Compliance on the appropriate internal forms all outside activities, directorships, and material ownership of a public company (over 5%).
5:4.75
5:4.8 Internal Controls

 


 

         
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Insider Trading
       
The Chief Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the rules of insider trading, pre-clearance of employees’ and their dependents’ personal security transactions, and the implementation of the Code of Ethics. To this end the CCO, or his or her designee, shall:
1. create, review and revise as need the policies and procedures for detecting and preventing violations to the Insider Trading policies;
2. upon an individual being hired by Seix and annually thereafter, communicate to all associated individuals or those who perform duties on behalf of Seix the Firm’s policies and procedures related to Insider Trading.
3. document any investigation of possible insider trading violations by recording:
  a.   the name of the Seix employee involved;
 
  b.   the security name and symbol;
 
  c.   any client accounts reviewed;
 
  d.   the final decision of disciplinary action taken, if any;
 
  e.   the date the investigation commenced and ended.
4. be responsible for the proper maintenance of watch and restricted lists.
5:4.9 Disciplinary Actions
Any employee, officer, or director who trades in securities or communicates any information for trading in securities, in contravention of these policies may be penalized and appropriate action may be taken by the company.
Employees, officers, or directors of the company who violate Insider Trading Rules and/or these polices shall also be subject to disciplinary action by the company, which may include ineligibility for future participation in personal security transactions, and possibly termination.

 


 

         
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POLICY
       
 
       
Client Solicitation
       
5:5.1 Fixed Income
It is the policy of Seix not to compensate third parties for client referrals at this time. Decisions to begin this practice will be made by Senior Management.

 


 

         
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Conflicts of Interest
       
5:6.1 Corporate Management
Out of an agreement between the New York State Attorney General and Merrill Lynch on May 21, 2002, was born the Investment Protection Principles (the “Principles”). Most of the principles were the results of findings that certain investment firms and stock analysts had conflicts of interests or secret agendas when making investment decisions for clients, and may have given misleading information to investors, including state pension funds.
The conflicts of interest specific to these principles may arise when money managers handle both public pension funds and corporate 401(k) clients. Some money managers may feel obligated to invest the assets of a public pension account in the securities of their corporate clients, regardless of whether the investment is suitable or not.
A different type of conflict can arise when research analysts are reluctant to disclose negative information about their corporate clients, even though withholding the information could adversely affect public pension fund investments. “The evidence revealed that the analysts writing stock reports at times functioned essentially as sales representatives for the firm’s investment bankers, using promises of positive research overage to bring in new clients and stock offerings,” (Testimony of New York State Attorney General Eliot Spitzer, June 26th, 2002, before the Senate Committee on Commerce, Science and Technology, Subcommittee on Consumer Affairs, Foreign Commerce and Tourism, Hearing on Corporate Governance).
These principles were designed to keep investment bankers within a broker-dealer from exerting undue influence over research analysts within the same firm, and to discourage prioritization of one type of client over others.
Several states and public pension funds require asset managers to take certain actions and/or certify compliance with the principles as a condition of being appointed manager of public funds.
Policy
Seix holds the Investment Protection Principles formulated out of the agreement between Merrill Lynch and Co. and the New York State Attorney General in high

 


 

         
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Conflicts of Interest
       
regard. Seix’s adoption of these policies and procedures serves to highlight the ethical structure that has long been encouraged and supported within Seix.
Procedures
Seix operates free of any investment banking conflict of interests. Following are the safeguards currently in place which help to ensure the client relationships of an affiliate do not influence investment decisions made by Seix:
    Seix has no investment banking division.
 
    Seix does not conduct investment banking services;
 
    Seix’s research analysts’ compensation has no link to any investment banking business. Seix’s Finance Department reviews compensation records to ensure compensation is based only on pre-approved calculations and formulae;
 
    No research analyst may participate in efforts to solicit investment banking business of an affiliate. Accordingly, no research analyst may, among other things, participate in any “pitches” for investment banking business to prospective investment banking clients, or have other communications with companies for the purpose of soliciting investment banking business;
 
    No research analyst may be subject to the supervision by an affiliate’s investment banking department, and no personnel engaged in investment banking activities may have any influence or control over the compensatory evaluation of a research analyst;
 
    Seix receives no compensation from any of the recommended subject companies;
 
    Neither do Seix’s Portfolio Managers nor its Research Analysts have access to credit files or systems of any affiliates;
 
    Offices of Seix are located in separate locations, and in some instances, different states;

 


 

         
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Conflicts of Interest
       
    The Seix Investment Policy Committee, the members of which are all employees of Seix and all Seix Portfolio Managers make the investment decisions for those accounts which Seix has investment discretion. Committee meeting minutes are reviewed by senior management;
 
    Securities of companies with which Seix has an affiliation by way of its relationship with SunTrust Banks, Inc., i.e. SunTrust director-related securities, are strictly prohibited from being purchased in accounts for which Seix has investment discretion;
 
    To address material conflicts of interest, as defined by the SEC, involving Seix relationships, the Seix Proxy Voting Committee will engage the services of an independent fiduciary voting service to vote on any proxies for securities for which the Committee determines a material conflict of interest exists so as to provide shareholders with objective proxy voting;
 
    The RidgeWorth Funds are chaired by an independent Trustee. Further, greater than 75% of the Board of Trustees is considered independent.
Additionally, Seix shall, upon request of its public pension fund clients:
    Provide annually a list of all clients that are publicly-held companies;
 
    Disclose annually the manner in which its portfolio managers and research analysts are compensated, including but not limited to any compensation resulting from the solicitation or acquisition of new clients or the retention of existing clients;
 
    Report quarterly the amount of commissions paid to broker-dealers, and the percentage of commissions paid to broker-dealers that have publicly announced that they have adopted the Investment Protection Principles;
 
    Confirm that it considers the quality and integrity of the subject company’s accounting and financial data, including the its 10-K, 10-Q and other public filings and statements, as well as whether the company’s outside auditors also provide consulting or other services to the company;

 


 

         
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Conflicts of Interest
       
    Confirm that when deciding whether to invest State or Pension Fund moneys in a company, it considers the corporate governance policies and practices of the subject company;
 
    Confirm that the RidgeWorth Capital Management has policies and procedures in place to enforce prohibitions against short-term trading and late trades in the RidgeWorth Funds.
Definitions
For purposes of this policy, the following terms shall be defined as provided.
(1) “Investment banking department” means any department or division that performs any investment banking service.
(2) “Investment banking services” include, without limitation, acting as an underwriter in an offering for the issuer, acting as a financial adviser in a merger or acquisition, providing venture capital, equity lines of credit, or serving as placement agent for the issuer.
(3) “Research analyst” means the associated person who is primarily responsible for the recommendation of a security whether or not any such person has the job title of “research analyst.”
(4) “Research department” means any department or division, whether or not identified as such, that is principally responsible for preparing the substance of a research report or security recommendation.
(5) “Research report” means a written or electronic communication that includes an analysis of equity securities of individual companies or industries, and that provides information reasonably sufficient upon which to base an investment decision.
(6) “Subject company” means the company whose equity securities are the subject of a research report or a recommendation.
5:6.2 Professional Groups

 


 

         
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Conflicts of Interest
       
Seix recognizes that its business involves the management and coordination of large sums of money. Such management requires the use of practicing lawyers, accountants, brokers, actuaries, consultants and other professionals. Accordingly, it is Seix’s policy to work judiciously and objectively with these professional groups in meeting the needs and objectives of its clients.
5:6.3 Personal Groups
Seix recognizes that its business involves the management and coordination of large sums of money. Such management requires the use of practicing lawyers, accountants, brokers, actuaries, consultants and other professionals. Accordingly, it is Seix’s policy to work judiciously and objectively with these professional groups in meeting the needs and objectives of its clients.
A conflict of interest exists when a Seix employee or officer is involved in activities or relationships which might prevent the proper exercise of his or her duties and obligations to the company.
Circumstances which give the appearance of a conflict of interest should be avoided, or at least carefully examined since the reputation of the company and the individual may be injured by the appearance as well as by the facts.
In addition to adhering to the Seix Code of Ethics all personnel of Seix shall observe the Code of Business Conduct and Ethics of SunTrust Banks, Inc. and the specific restrictions contained within this policy manual on the following pages dealing with conflicts of interest.
Information which comes to us or to Seix through our work or business contacts is privileged and confidential. It is not to be used for the benefit of us or other clients when it affects the interests of others. Safeguarding the confidentiality of matters entrusted to us by our clients is our first obligation to the client.
Demands on our time and commitment that might bring about conflicts of interest should be known to our associates and resolved in favor of the best interests of the Company. Consultation with supervisors and management is appropriate where there may appear to be an issue.

 


 

         
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Conflicts of Interest
       
Employees violating either the Seix Code of Ethics or the SunTrust Code of Business Conduct and Ethics may be subject to disciplinary action including termination.
5:6.4 Outside Directorships and Business Interests
Written approval by the CEO, or his or her designee, is required before any officer or employee may serve as a director or Trustee of any corporation. Any significant interest in a business by an officer or employee of Seix shall be reported to the President by said officer or employee. Furthermore, any employee who accepts another position outside of Seix must report this action to the Seix Compliance Department using the Outside Activities Report form upon being hired, annually thereafter, and also if an employee is considering a new position outside of Seix. Generally, no access person may accept a position as a director or trustee of a publicly-traded company whether or not the position provides compensation in any form. Exceptions to this policy are not permitted without prior written approval by Seix (and, if applicable, by the Board of Trustees of the Funds).
5:6.5 Competing with Affiliates
No officer or employee of Seix may take for him or herself an opportunity which belongs to the Company. Whenever the Company has been seeking a particular business opportunity, or the opportunity has been offered to it, or the Company’s funds, facilities, or personnel have been used in developing the opportunity, the opportunity rightfully belongs to the Company and not to officers or employees who may be in a position to direct the opportunity to him or herself or others.
Under no circumstances shall any officer or employee engage in any outside activity for compensation that utilizes any of the services or facilities of Seix. The specific types of outside activities that may produce a conflict of interest include:
  1.   Employment with a company, or personally engaging in any activity, that is in competition with the Company.
 
  2.   Rendering investment counsel or other advice based upon information, reports, or analyses that are accessed primarily from or through Seix employment.

 


 

         
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Conflicts of Interest
       
  3.   Personal use of Seix equipment, supplies or facilities.
5:6.6 Client Relations
No officer or employee of Seix, or any member of his or her immediate family shall acquire any real, tangible or intangible property of any kind when he or she has knowledge that a Seix, SunTrust, or any present or potential client whose plans has been disclosed, may lease, rent, or acquire said property in the near future.
No officer or employee of Seix shall act for themselves or disclose to others any material non-public information related to securities that are publicly held. All officers and employees shall conduct themselves in such a manner that transactions for their clients have priority over personal transactions, and personal transactions do not operate adversely to client interest. Officers and employees should act with impartiality with respect to all clients.
Seix shall not sell, rent or lease to nor purchase, rent or lease from any officer or employee (or member of his or her immediate family) of SunTrust Banks, Inc. and its subsidiaries, any real, tangible, or intangible property of any kind. This shall not apply when the officer or employee is related to the account, by blood or marriage, and there is authority for the transaction in the governing instrument of the account.

 


 

         
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Gifts & Entertainment
       
The SEC’s Rule 206(4)-3, the general antifraud provisions of the 1940 Act, ERISA and other applicable regulations serve as the premise for this policy on giving and accepting gifts.
Definitions for Purposes of this Policy
1) Gift; an item given or received as a result of an existing or prospective business relationship. Gifts are not the same as Entertainment, i.e., giving tickets to a sports or theater event where a Seix employee is not present is a gift.
(2) Entertainment; a business-related activity or event involving an Outside Party with a Seix employee present, such as theater or sporting tickets, working meals, and other social events.
(3) Outside Party; any existing or prospective “business source,” such as a client, vendor, brokerage firm registered representative, consulting firm, the issuer of a portfolio security, etc.
Employees of SunTrust Bank, Inc. and/or its affiliates are not considered “Outside Parties.”
(4) ERISA Account Official (a/k/a/ “Parties in Interest”); Plan fiduciaries; trustee, employer, plan sponsor, plan administrator, investment adviser, investment and administrative committees, also “non fiduciaries” those who impact plan decisions (attorneys, consultants, actuaries, etc.).
(5) Affected Business Units; Associate-level and above personnel working in the following Business Units must record and report gifts and entertainment as required under this policy:
(a)    Trading and Operations
(b)    Investment Research
(c)    Sales and Marketing
(d)    Client Servicing
(e)    Investment Management

 


 

         
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POLICY
       
 
       
Gifts & Entertainment
       
5:7.1 General Policy
This policy applies equally to all parties and where payment for a gift or entertainment is either a Firm expense or an employee’s personal expense. Gifts must be nominal in value and reasonable in frequency. Unsolicited promotional material, general in nature and inconsequential in value, (pens, t-shirts, etc.), are permitted if occasional, do not violate this policy, and do not involve the expectation of a commitment of a business transaction.
No policy is able to address every scenario. This is a principle-based policy. Seix employees shall conduct themselves as professionals exercising sound business judgment by weighing the business interest involved against possible public perception when deciding to give or accept gifts.
Only upon approval of the Firm’s CCO, area managers may implement additional policies/procedures in addition to those in this policy; in which case the area manager shall be responsible for the awareness and familiarity of each employee to whom they are applicable.
Seix’s Annual Compliance Review shall include reviewing and testing this policy and its related procedures, including such “additional” policies. Under no circumstances shall such policies impede an employee’s ability or responsibility to satisfy all policies provided in this the firm’s official Code of Ethics. For all intents and purposes, such “additional” policies shall be treated as Firm policies for that manager’s area.
Special circumstances may exist where a gift or entertainment request falls outside of guidelines and additional review and consideration is appropriate. Employees shall submit supporting rationale and information to Seix’s CFO or CCO, or their respective designees, for review and/or approval.
Employees who violate this policy shall be subject to reprimand and possible disciplinary action up to and including termination of employment.
5:7.2 Gifts and Entertainment Procedures
Employees receiving entertainment must notify the Compliance Officer prior to the event in order to receive approval for attending the event. Gifts received must be reported to the Compliance Officer immediately upon receipt of the gift. The Compliance Officer maintains the log of all gifts received, as well as entertainment and outings attended by Seix employees.
Employees who give gifts and/or entertainment must record all gifts and entertainment involving an Outside Party greater than $25 in value given (including those returned by,

 


 

         
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Gifts & Entertainment
       
or returned to an employee) on their Gifts and Entertainment Log (the “Log”), located in the Seix Compliance Manual labeled Exhibit O.
On a quarterly basis and within 20 calendar days of the quarter end, employees of each “Affected Business Unit” will submit their Logs to the Compliance Department. Compliance shall review Log entries for policy infractions, conflicts of interest, or inappropriate activity.
Compliance may periodically and randomly spot-check employee Logs with completed expense reports to ensure employees are properly recording items on the Log.
Instances of actual or potential abuses or violations shall be escalated to the CCO for review.
Internal Controls
Annually, each employee is required to read the Seix Code of Ethics, and to sign and submit an acknowledgment form which certifies they (and their spouse) have not violated the policies contained in the Code. Violating any Firm compliance policy is a violation of the Seix Code of Ethics and is subject to appropriate disciplinary measures.
No employee may, directly or indirectly through a spouse, do anything that would be prohibited or in violation of this policy
Recording Shared Gifts and Entertainment
Shared gifts from Outside Parties such as cakes and gift baskets must be logged by the accepting employee on behalf of others, provided the pro-rata amount for each sharing employee is less than $25. If the pro rata amount is greater than $25, each sharing employee must record their pro rata share amount on their individual log.
Shared entertainment, (meals, transportation, etc.), must be logged by the employees accepting or sharing in the entertainment estimating their pro-rated share of the entertainment.
Sponsorship Requests
All requests for Seix to pay any such items are subject to the review and approval of management. Requests must be submitted to the Controller and CCO, or designees, via the Sponsorship Request Form (Exhibit P in the Seix Compliance Manual).
5:7.3 Gifts
Business gifts are designed to foster and promote relationships and goodwill. Conflicts arise when gifts compromise objective and independent business decisions. Even the perception of compromise is damaging to an adviser’s image and integrity.

 


 

         
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Gifts & Entertainment
       
5:7.3.1 Giving Gifts
Seix employees must not offer or give gifts which may be viewed as:
  o   overly generous/excessive;
 
  o   aimed at influencing a decision-making individual or process;
 
  o   Intended to have the effect of a recipient feeling obligated to provide business or other forms of compensation in return.
5:7.3.2 Accepting Gifts
Employees shall not accept gifts, favors, or any items of value which may influence their decision-making or obligate them in any fashion. To avoid even the appearance of impropriety, employees shall observe the guidelines below.
As many clients have established policies related to gifts, employees shall obtain and review any client and/or account administration-related guidance prior to any such action being taken.
5:7.3.3 Guidelines for Giving and Accepting Gifts
Generally, the dollar value limit of gifts accepted in any rolling twelve-month period is $100.
  a.   Usually Permissible to Give or Accept
 
    Promotional items of nominal value (pens, mugs, golf balls, etc).
 
    Prizes won from games of chance (raffles or lottery-style games).
 
    Flowers, gift/fruit baskets, etc., for reasonable and infrequent occasions such as holidays, birthdays, promotions, etc.
 
    Gifts such as merchandise or products valued at $100 or less.
 
  b.   Approval of CFO and CCO, or Their Respective Designees, Required Prior to Giving or Accepting
 
    Offer’s of paid transportation, hotel, lodging, etc.
 
    Annual gift amounts in excess of this policy’s amounts.
 
    Seix-paid charitable donations.
 
    Gifts to ERISA, Taft-Hartley, State, or Public Pension Plan Officials or Employees.
 
  c.   Never Permissible to Give or Accept
 
    Cash, items redeemable for cash, cash equivalents, or securities.
 
    Articles of significant value.
 
    Any item as part of a “quid pro quo” arrangement (i.e., “something for something”).

 


 

         
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Gifts & Entertainment
       
    Gifts which violate law including regulations (ERISA, Taft-Hartley, State Statutes, etc).
 
    Gifts to anyone who threatens to or has submitted a complaint about an employee or the Firm. (Notify the CCO, or his/her designee, immediately-see Section 7:14 for client complaints policy.)
 
    Gift which violate a client’s policies, the Firm’s policy, industry standards, or regulations.
 
    Gifts paid for by a Seix employee, personally.
5:7.4 Entertainment
5:7.4.1 Giving Entertainment
Employees may entertain clients or consultants. The dollar amount spent while entertaining must be reasonable and not excessive in frequency involving the same individual.
    Acceptable forms of entertainment include meals, one-on-one golf outings, client golf tournaments (i.e., charitable tournaments), client honorarium dinners, or other entertainment (including theater, concerts, and sporting events). One-on-one golf outings and other entertainment may not exceed two (2) instances in total per calendar year with the same client entity or consultant entity representing the same client.
5:7.4.2 Receiving Entertainment — all entertainment received must be approved by Compliance.
Note: The misrepresentation of a business entertainment situation, or neglecting to pre-clear or report participation in business entertainment, is grounds for termination. Seix takes its fiduciary duties towards its clients very seriously, and expects that its employees, as fiduciaries to Seix’s clients, do so as well.
Permitted:
1. Meetings with industry management (i.e., Road Shows or other) where lunch or dinner is part of the meeting.
2. Lunches where brokers come to the Seix office (can take place either in the office or at a restaurant) or where the Seix employee has meeting at the broker’s office and is then taken to lunch or meets a broker directly for lunch. There must be a business purpose to the meeting and business must be discussed during the session.
As long as the permitted meetings are not excessive, they will be excluded from the limits below.

 


 

         
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Gifts & Entertainment
       
Limitations: Each Investment Group — High Grade Group, High Yield Group and Bank Loan Group — is limited to four dinners per year with each brokerage firm with whom we do business, provided that there is a business purpose to the meeting and business is discussed during the session. The Compliance Officer will monitor each group’s entertainment with every brokerage firm.
Note: Holiday Parties and/or occasional brokerage firm Golf Outings will not be prohibited, provided that it is a group function which includes our peers. One-on-one Golf Outings are prohibited.
Car Services: as has been the case to date, employees being entertained will continue to minimize the use of car services provided by brokers, by sharing rides to events and taking their own personal cars to events when safe and possible. Car services, in general, and events outside the NY Metropolitan Area are not permitted.
Prohibitions: Employees are not allowed to accept any entertainment by a broker other than lunch or dinner, eligible Golf Outings and eligible Holiday Parties (see above). This prohibition includes, but is not limited to, sporting events, any event tickets, tournaments, theater, charity functions, etc.
Implementation: Compliance will maintain Seix’s entertainment records and monitor employee compliance with this policy.
5:7.5 Charitable Donations
5:7.5.1 Personal Donations
Personal, non-reimbursable donations to charitable organizations, including those to private schools or colleges and universities, churches, United Way, etc., need not be reported to Seix Compliance.
The stated gift limit of $100 per year per Outside Party does not apply to personal donations to charitable organizations.
5:7.5.2 Corporate Donations
    Seix-sponsored donations to charitable organizations must be approved by the head of Marketing and Client Services, as well as the CFO and CCO, or their respective designees, prior to giving. Seix employees must contact the Seix Finance Department for proper authorization and procedures when requesting Seix-sponsored charitable contributions.
 
    Donations may not be made to organizations which are RidgeWorth Fund shareholders only, and are not separate account clients (these are prohibited due to certain unintended tax consequences to the Funds and shareholder).
 
    Donations to clients with accounts with less than 6 months history are prohibited.

 


 

         
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Gifts & Entertainment
       
    Absolute Annual Maximum Contribution — 10% of Annual Fee Revenue OR $10,000 per annum.
 
    All contributions must be Pre-approved by Head of Client Services and Marketing, and Compliance Officer.
5:7.6 Memberships, License and Charter Holders of Industry Associations
Affiliations/memberships with industry organizations may impose additional, more restrictive policies. In the event of policy overlap, the more restrictive policy shall be followed.
5:7.6.1 FINRA Licensed Employees
Employees with active FINRA licenses are also employees of SunTrust Investment Services, Inc. (STIS), a broker-dealer; and subject to its policies, in addition to this policy.
FINRA Licensed employees must consult the STIS Supervisory Policies and Procedures Manual for complete information and detail.
5:7.6.2 CFA Charter Holders
Charter Holders are subject to additional guidelines and restrictions provided in the CFA Institute Standards of Practice.
Chartered employees must refer to the CFA Institute web site, and published manuals.
5:7.7 Personal Contributions to a Political Entity, Official/Candidate
5:7.7.1 Pay-to-Play Definition
Public Funds (i.e. public pensions) are administered by elected officials for the benefit of citizens and retirees. Elected officials violate public trust when political contributions influence their selection of advisors for these public assets.
Similarly, advisers seeking to influence the award of public advisory contracts through political contributions violate their fiduciary obligations, as well.
This “Pay-to-play” practice is prohibited by the SEC. Most state laws prohibit the giving or accepting of contributions or gifts between service providers and public fund/plan officials.
Employees are prohibited from engaging in “Pay-to-play.”

 


 

         
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Gifts & Entertainment
       
5:7.7.2 Personal Contributions to a Political Entity, Official/Candidate
Political contributions must not be made to a particular governmental entity or official/candidate which conducts business with Seix, and who may appear to be in a position to influence the award of business to Seix.
Personal, non-reimbursable contributions to a particular governmental entity or official/candidate are permitted, and not reportable on your Gifts and Entertainment Log, provided the entity and/or official/candidate have no business relationship with Seix. In the instance where a business relationship does exist, each contribution must be pre-approved by the Seix CCO, or his/her designee.
5:7.7.3 Corporate Contributions to a Political Figure or Party
No payments or gifts of any value shall be made to any Outside Party including domestic or international government official or political candidate with the purpose or intent of securing or retaining business for Seix or influencing decisions on its behalf.
The Federal Election Campaign Act prohibits Seix from making contributions to US Federal or State political parties, officials, or candidates.
The Foreign Corrupt Practices Act prohibits Seix from making contributions to political parties or candidates outside the U.S.
5:7.7.4 SunTrust Bank Good Government Group
The SunTrust Bank Good Government Group is a voluntary, non-profit, non-partisan, political action committee registered with the Federal Election Commission and the Florida Department of State. Corporations, such as SunTrust are permitted to sponsor “political action committees” which can receive donations from interested individuals and make contributions to political candidates.
All contributions are subject to prohibitions and limitations of the Federal Election Campaign Act.
Contributions to the SunTrust Bank Good Government Group are not required to be recorded on an employee’s Gifts and Entertainment Log.
5:7.8 Regulators
FINRA Rule 2110 and the Investment Advisers Act Rule 206(4) prohibit the giving of any compensation, gifts, gratuities, or entertainment to federal, state or self-regulatory organization’s regulators. Attempts involving SEC agents may be construed as bribery; a violation of federal law.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  9 of 11   5.7
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 30, 2007
 
POLICY
       
 
       
Gifts & Entertainment
       
5:7.9 Mutual Fund Distributors
The use of fund assets (brokerage commissions) as kickbacks to brokers for recommending the RidgeWorth Funds over rival fund groups is strictly prohibited and may be deemed paying for “shelf space,” which is a conflict of interest. Seix employees shall notify the CCO immediately upon learning of the existence of any such arrangements.
Luncheons and nominal logo’d items are permitted to be given during Seix or RidgeWorth Fund-hosted instructional and educational meetings, which may be attended by various RidgeWorth Fund distributors.
5:7.10 Taft-Hartley Union Plan Clients
The Taft-Hartley Act (the “Act”), a/k/a/ Section 302 of the Labor-Management Relations Act regulates multiemployer benefit plans (including multi-employer pension plans), specifically, retirement plans which involve employee contributions where a union/union rep has authority in the administration/management of the plan’s assets.
ERISA (not Section 302) applies if the retirement plan is maintained/administered exclusively by employers or is maintained/administered exclusively by a union, without the use of employee funds.
In the absence of specific direction Seix employees shall apply ERISA standards in relation to this policy.
Required Reporting
Gifts and/or entertainment to Taft-Hartley plan officers and/or employees must be identified as such by each Seix employee on their Log. This, along with the steps below, enables Seix to comply with the Department of Labor’s annual reporting requirements.
Department of Labor’s Annual Reporting Requirements
  1.   Compliance will create a report from information obtained from employee Logs which are reviewed throughout the reporting year.
 
  2.   Seix shall file the appropriate LM-10 Report with the DOL within the filing period.
De Minimis Exception: Payments to a given union or union official are not reportable if they are de minimis. To meet this standard, the value of all gifts, gratuities or entertainment of a given union official must not exceed $250 in aggregate in a given fiscal year and must be unrelated to the recipient’s status in a union. If the aggregate for the year exceeds $250, all payments become reportable. Therefore, all gifts, gratuities and entertainment must be tracked.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  10 of 11   5.7
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 30, 2007
 
POLICY
       
 
       
Gifts & Entertainment
       
5:7.11 Non-ERISA State, County, City or Local Government Plans
Most states statutes establish and regulate retirement plans for state employees, and usually include a code of ethics or guidelines (and possible reporting requirements) on gifts and entertainment. Employees must obtain and review a specific state’s statutes prior to gifting or entertainment.
Entertainment and other acts of hospitality toward government or political officials should never compromise or appear to compromise the integrity or reputation of the official or Seix. When entertainment is extended, it should be with the expectation that it will become a matter of public knowledge.
  5:7.11.1   Non-ERISA State Government Plan — Florida State Statutes 112.313 Standards of Conduct for all public officers and employees of state and municipal agencies
“Public Officer”; any person elected or appointed to hold office in any agency, or advisory board (including trustees of FSS 112, FSS 175, and FSS 185 Retirement Plans).
No public officer shall solicit or accept anything of value, including a gift, food or beverage, tickets to events, plants, or any other similar service or thing having an attributable value which would influence their decision making.
As most neighboring states have similar codes, employees should review the relevant state’s statutes prior to engaging in such practice with any public officer/plan official.
5:7.12 ERISA
ERISA is the federal law which governs the administration and management of qualified retirement plans sponsored by entities in the “Private Industry” (i.e. “for-profit” corporations, partnerships, etc.), and is aimed at:
  1.   Protecting the rights and exclusive benefits of plan participants and plan assets;
 
  2.   Mandates plan fiduciaries to act, manage, control and perform their duties solely in the best interest of plan participants;
 
  3.   Prohibits “self dealing” (i.e. facilitating plan transactions):
  a.   In one’s own personal interest;
 
  b.   With “parties in interest.”
Plans which are not subject to ERISA, but often adopt ERISA or “ERISA-like” standards include:

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  11 of 11   5.7
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 30, 2007
 
POLICY
       
 
       
Gifts & Entertainment
       
    Public plans, plans established under federal, state, local government (government entities);
 
    Certain church or church associated plans;
 
    Unfunded excess benefit plans (Private Industry);
 
    Plans solely for workers compensation, unemployment, or disability; and
 
    Plans established outside of the US for non-resident aliens.
5:7.12.1 “ERISA-Like” Standards
Seix employees must obtain, review, and be familiar with relevant ERISA rules, in particular the prohibited transaction rules, as well as client plan documents or policies prior to giving or accepting gifts or entertainment in connection with ERISA account employees or officials. Violating, or causing someone else to violate, ERISA rules is serious and is detrimental to the Firm and to the individual causing the violation.
5:7.13 Enforcement
If the CCO, or his/her designee, finds that a violation has occurred, he/she may, after determining the seriousness of the infraction, impose one or all of the following:
  §   Verbal Admonishment;
 
  §   Written acknowledgement from the employee that he/she has reviewed, fully understands and agrees to abide by the policy;
 
  §   Written notice to the employee’s HR file including steps taken to ensure full compliance in the future;
 
  §   Suspension or termination of employment
Severity of the violation and any history of non-adherence to the Code will be the basis for a determination of appropriate disciplinary action.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  1 of 2   5.8
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   April 2005
 
POLICY
       
 
       
Director Related Company Policy
       
The Firm, when exercising investment discretion, shall not purchase or recommend the purchase of any/all securities, debt, convertible, equity or hybrid, issued or guaranteed by:
1) SunTrust Banks, Inc.
The Firm when exercising investment discretion shall not purchase or recommend the purchase of any EQUITY SECURITIES issued or guaranteed by:
1) Publicly traded companies or subsidiaries whose CEO or CFO is also a member of the Board of Directors of SunTrust Banks, Inc. or Seix.
2) Publicly traded companies or subsidiaries whose boards’ include a member of Seix.
Securities acquired before adoption or amendment of this Policy that would act to prohibit such an acquisition and which have a fixed maturity, may be held to maturity. Securities in that category which do not have a fixed maturity shall be disposed of within in a reasonable time after that adoption or amendment in a manner consistent with the investment guidelines of the account and needs of the client.
For accounts where investment discretion is duly delegated pursuant to the governing document or applicable law for the account to an independent investment manager having no affiliation to SunTrust Banks, Inc., the provisions of this Policy shall not apply to the independent investment manager.
Exceptions to this Policy may be approved by the relevant official committee, Seix CCO, RidgeWorth Fund CCO and RidgeWorth Funds Board of Trustees as appropriate under the following instances:
1) Purchases made to duplicate an index for which the bank does not determine the basis for the allocation of assets.
2) An external Powerholder with respect to an account duly exercises that power to direct the bank/firm/company in writing to purchase such a security or to retain current holdings of those securities, after the bank/firm/company has disclosed its relationship with the issuer to the Powerholder.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  2 of 2   5.8
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   April 2005
 
POLICY
       
 
       
Director Related Company Policy
       
Please see Exhibit N for a listing of these restricted securities.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  1 of 4   5.9
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 15, 2007
 
POLICY
       
 
       
Selective Disclosure of Portfolio Holdings
       
Background
In the fall of 2003, the Securities and Exchange Commission launched a major inquiry into selective portfolio disclosures based on information it found in its probe of market timing and late trading in mutual fund shares. Allowing a chosen few investors to “peek” at a fund’s portfolio, which could involve insider trading, certainly raises issues about fiduciary duty. Large investors, such as hedge funds, trying to time trades in a fund’s shares would be greatly advantaged by knowing the fund’s latest portfolio holdings.
Due to the similarities within disciplines between mutual funds and separate accounts, this policy is applicable to the RidgeWorth Funds, separately managed account portfolios, and SunTrust Bank Common/Collective Trust Funds.
Conditions for Obtaining Portfolio Information
In accordance with the SEC’s amendment to Form N-1A, and consistent with the antifraud provisions of the federal securities laws and Seix’s fiduciary duty, Seix has adopted and implemented the Selective Disclosure of Portfolio Holdings policy and procedures with respect to the disclosure of portfolio holdings information of separately managed accounts, common and collective trust funds, and the RidgeWorth Funds. Seix may furnish portfolio holdings to third parties provided the following conditions are met:
  1.   The purpose for the information being sent to the third party represents a “legitimate business purpose,1
 
  2.   The third party has signed and returned a Confidentiality Agreement (Agreement); and
 
  3.   Such disclosure is consistent with the antifraud provisions of the federal securities laws and Seix’s fiduciary duty.
Obtaining Portfolio Information
Portfolio holdings information of the RidgeWorth Funds may be obtained by shareholders and the general public at no charge by (1) accessing the funds’ latest annual or semi-annual report, or its latest Form N-Q by visiting the SEC website at www.sec.gov, or (2) by accessing the Holdings page of each mutual fund located on the RidgeWorth Funds’ website, located at www.ridgeworthfunds.com. The Holdings page is updated monthly no earlier than 15 days after each month end.
 
1   For the purpose of this policy a “legitimate business purpose” shall mean an activity which (1) is in the best interest of clients and shareholders of the RidgeWorth Funds, and (2) is permitted under applicable regulation and company policy.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  2 of 4   5.9
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 15, 2007
 
POLICY
       
 
       
Selective Disclosure of Portfolio Holdings
       
Clients in separately managed accounts may receive portfolio holdings of their account at any time without signing an Agreement. However, a third party requesting information with respect to a separately managed account must meet the conditions stated above. Additionally, the separately managed account client must consent in writing to allow Seix to provide portfolio holdings information to the third party.
Under no circumstances shall a shareholder or client or third party be sent the name of any security the firm is considering for purchase or sale.
RidgeWorth Funds Disclosure
The RidgeWorth Funds shall:
  1.   Describe in its Statement of Additional Information (“SAI”) its policies and procedures with respect to any ongoing arrangements by which the disclosure of the Funds’ portfolio holdings information is provided; and
 
  2.   State in its prospectus that a description of the policies and procedures is available in the Funds’ SAI.
Confidentiality Agreement
The Confidentiality Agreement must be signed by a third party requesting non-public portfolio holdings information related to separately managed accounts (if other than the account holder), SunTrust Bank Common/Collective Trust Fund, or RidgeWorth Fund. The Agreement is designed to protect the investments of clients and shareholders from the risk of loss due to the misuse of non-public information. The Agreement specifically precludes any individual from purchasing or selling securities based on the information provided to them under the Agreement.
The Agreement is reviewed by Compliance and signed by the Chief Compliance Officer, or his or her designee, upon approval.
Similar agreements presented by the requesting third party may be used provided Compliance approves the agreement. These “non-standard” agreements shall be subjected to the same review and approval process as the standard agreements.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  3 of 4   5.9
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 15, 2007
 
POLICY
       
 
       
Selective Disclosure of Portfolio Holdings
       
Ratings Agencies
Mutual fund portfolio holdings information may be provided to those ratings agencies (i.e. Morningstar, Lipper, Thompson Financial, Standard & Poor’s, etc) which execute the Agreement. In most cases, portfolio holdings information is provided to ratings agencies by the RidgeWorth Fund Administrator, Citi Fund Services, Limited Partnership.
Disclosure to U.S and State Government Agencies
Agents of the United States federal and state government agencies will not be required to sign an Agreement prior to receiving requested holdings information.
Service Providers and Temporary Insiders
The Funds operate primarily due to the performance of duties provided by service providers, such as the adviser, the fund administrator, fund accountant, transfer agent, custodian, and distributor. Persons employed by these service providers are not required to sign and return an Agreement if in the course of normal business the holdings information of the Funds is disclosed, based on the assumption that such persons generally are bound by confidentiality under their respective service agreements. Likewise, certain “temporary insiders” such as legal counsel, accountants, etc., will not be asked to sign an Agreement, based on the assumption that they are subject to professional duties of confidentiality.
No Compensation
Neither Seix nor any of its affiliates receive compensation, or any other consideration, from recipients of non-public portfolio holdings information, or any other party, for the sole purpose of receiving such information.
Procedures
Seix employees receiving requests from third parties for non-portfolio holdings information shall forward the request to Seix’s Compliance Department. Compliance will coordinate the Agreement review process with the third party. Upon receipt of the signed Agreement portfolio holdings may be provided to the requesting party.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY/SECTION NUMBER
  4 of 4   5.9
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 28, 2004   November 15, 2007
 
POLICY
       
 
       
Selective Disclosure of Portfolio Holdings
       
All signed Agreements are maintained by the Compliance Department in accordance with Seix’s record retention schedule.
Citi Fund Services, Limited Partnership, on behalf of RidgeWorth Funds, prepares and files Form N-Q with the SEC within 60 days of the fiscal quarter end.
Internal Controls
The CCO, or his or her designee, shall:
  1.   Communicate the requirements of this policy to Seix employees.
 
  2.   Review and test these policies and procedures to ensure their continued effectiveness.
 
  3.   Present material changes to these policies and procedures to the RidgeWorth Board of Trustees for review and approval.

 


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  1 of 6   5:10
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 30, 2005   August 22, 2008
 
POLICY
       
 
       
Insider Trading
       
5:10.1 Summary
Seix, in the course of its daily High Yield Credit Portfolio Management (High Yield Management Group) activities makes considerable investments in publicly available & publicly traded debt of both publicly owned and privately held companies/issuers.
Seix further leverages its high yield credit research, portfolio management and trading expertise by also serving as an Asset Manager for Collateralized Loan Obligation (“CLO”) transactions, which are comprised primarily of high yield bank loans generally purchased from and through multiple CLO issuers, each a subsidiary of SunTrust Bank (“STB”) and structured and sold through SunTrust Capital Markets, an affiliate of Seix.
Seix Structured Products LLC (“SSP”) will utilize services and resources of certain Seix personnel who have been elected officers of SSP for its investment and trading processes as Warehouse Manager for affiliated CLO Issuers during their warehouse phase.
Unrelated to the CLO issuer transactions, Seix may directly purchase high yield bank loans in the open market for certain managed discretionary separate accounts, and/or registered and unregistered funds where legally permitted, suitable, and appropriately disclosed.
The High Yield Bank Loan Group (consisting of the High Yield Bank Loan Portfolio Manager, Research Analysts and Bank Loan Trader) and the existing High Yield Management Group (consisting of High Yield Portfolio Managers, Research Analysts and Trading professionals) are fully integrated within Seix and are physically located in close proximity to one another.
The High Yield Trading Desk generally operates within the public information market and as a rule, believes that insider information will not be of material benefit. Therefore, the High Yield Bank Loan Group will generally conduct its bank loan and portfolio management activity based on publicly available syndicate and/or general research information sources for purchases into discretionary Seix accounts/funds, the CLO issuer warehouses and CLOs in which Seix acts as Collateral Manager.
In accordance with Seix’s Insider Information Policy, the designated Compliance Officer (“CO”) and Bank Loan Administrator will ensure that no further communication is shared with any personnel regarding amendments on public loans.

1


 

         
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  PAGE   POLICY NUMBER
  2 of 6   5:10
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 30, 2005   August 22, 2008
 
POLICY
       
 
       
Insider Trading
       
As a general rule, the High Yield Bank Loan Group and/or High Yield Management Group will NOT have access to, request, receive, or take possession of “borrower confidential information”1, or “material non-public information”2 (as defined herein).
However, Seix reserves the right to, in the rare event that a publicly traded company does not currently issue publicly traded debt securities and/or a privately held company does not have its records appropriately disclosed, acquire or access confidential and/or material non-public information on a specific company if it is believed the information will add significant value to the High Yield Bank Loan Group Research Analyst’s Credit Review process and will not unfairly disadvantage other clients.
Federal securities, state securities, Federal Reserve board laws and various other regulatory agencies and associations strictly prohibit insider trading activities and trading on certain information not generally made available to the public. Therefore, Seix has established policies and procedures to protect its clients and Fund shareholders against the misappropriation of material non-public information. The following overview provides:
Information Sharing Control Policy and Procedures, applicable information walls and related restricted lists, the combination of which are intended to safeguard against potential improprieties and conflicts of interest as they relate to the inappropriate dissemination of or general misuse of confidential and material non-public information.
The High Yield Bank Loan Group Head or designee is/are the only authorized individual(s) who may elect to receive confidential information and/or material non-public information from the company/issuer or designated Agent Bank(s).
In the event of such an election, the Information Sharing Control Policies and Procedures (“information walls”) must be strictly enforced.
 
1   “Borrower confidential information” is material information provided by the borrower in private to the agent or to a limited number of syndicate members, also referred to as “agent information”.
 
2   Material, non-public information generally refers to information on a publicly traded company that would be important to an investor in making an investment decision and would likely alter the total mix of information made available to security holders. Information is generally considered non-public until it has been effectively circulated to the general public through a public dissemination such as a news story, press release or filing with the Securities and Exchange Commission.

2


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  3 of 6   5:10
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 30, 2005   August 22, 2008
 
POLICY
       
 
       
Insider Trading
       
Trading will be prohibited in any Seix managed portfolios and/or by or through any/all applicable personnel including but not limited to: Seix division personnel, related trading groups, SSP Sole Member, elected Managers, officers and affiliated personnel directly associated with this product.
The following procedures relate to acquiring or accessing material non-public (“MNPI” or “Private”) information.
It is assumed throughout this document that all appropriate books and records regulations are enforced.
5:10.2 Election to Access MNPI Process
Should the election to accept private information be exercised:
1. The authorized officer (the High Yield Bank Loan Group Head or Senior Bank Loan Trader) will email the Compliance Officer (the “CO”) that the issuer should be placed on the restricted list.
  A.   Upon receipt the CO shall immediately:
    Review Seix’s holdings to ensure that Seix does not hold any publicly-traded securities of that issuer.
 
    Advise Loan Desk, CCO and Senior Risk Manager that the company/issuer is being added to the Seix Restricted List.
 
    The Restricted List is maintained in the Confidential directory of the CO to maintain the integrity of the source document.
 
    Each time a change is made to the restricted list, the CO will save the restricted list with that day’s date, to ensure a proper audit trail.
 
    The CO will research the company/issuer’s ultimate parent company and send that information to the Senior Risk Manager. The ultimate parent company will not be used if that parent is an investment company or private equity firm. In those cases, the next level down in the parent hierarchy will then be used.
 
    The Senior Risk Manager will code the company/issuer and add the issuer to the Seix Restricted List in Bloomberg using Bloomberg’s company ID.
 
    At that point forward, any and all Seix trading in the designated securities of any restricted company/issuer in that name will be monitored. The only securities that may be traded in that issuer’s name are bank loans, because they are private securities. At that time, bank loans may be purchased for

3


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  4 of 6   5:10
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 30, 2005   August 22, 2008
 
POLICY
       
 
       
Insider Trading
       
      any Seix/SSP/BSF-managed portfolio — separate account, bank loan warehouse, CLO, mutual fund, etc. No personal trading in that company/issuer name is allowed
 
    Review the Restricted List in Bloomberg when changes are made to ensure that the list is updated timely.
 
    Advise the CCO of any discrepancies without regard to materiality.
 
    If a request is made to remove the issuer from the Restricted List (i.e., the Private Information either has become Public or is no longer material), the analyst/trader must submit a rationale to the CO, the Senior Bank Loan Trader and the High Yield Bank Loan Group Head, who will each approve the removal of the issuer name. If necessary, a meeting will be called to determine if the issuer may be removed from the Restricted List.
 
    As long as Seix owns bank loans in any Seix/SSP-managed portfolio, that issuer will not be removed from the Restricted List.
 
    In addition, all issuers on the Restricted List must remain on the Restricted List for a minimum of six months before it is determined that Seix/SSP no longer has any material, non-public information.
  B.   Upon the issuer being placed on the Restricted list the Senior Bank Loan Trader shall provide the applicable Agent Bank(s) with explicit procedures for conveying all private information going forward including but not limited to the following details:
    Specific and exact physical address, secured and dedicated fax lines, secured email addresses/instructions for the physical delivery of notifications of Amendments and any/all other confidential information
 
    Names of authorized High Yield Bank Loan Group Head and the Senior Bank Loan Trader as those sole authorized recipients permitted to receive and process all private information.
 
    The Senior Bank Loan Trader is also responsible for safeguarding all trade an authorized team member and immediately secured. (No copies on desks, no open related material including but not limited to using secured communications for purchases and all related trading settlement and other issues.
 
    The High Yield Bank Loan Portfolio Manager, Bank Loan Trader, Bank Loan Administrator and CO are responsible for ensuring that all incoming data and information is received by file drawers, no fax copies lying at copy machines, etc.).
 
    The High Yield Bank Loan Group Head will determine which portfolio managers must be restricted from communicating any such confidential

4


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  5 of 6   5:10
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 30, 2005   August 22, 2008
 
POLICY
       
 
       
Insider Trading
       
      information to others and must ensure that the designated individuals do not provide input or recommendations for any related investment(s).
 
    Prior to initiating any access to private information or MNPI, the High Yield Bank Loan Group Head, High Yield Bond Group Head and Senior Bank Loan Trader must verify that current clients and/or shareholders of any related publicly traded securities will not be harmed by the inability of the high yield groups to share relevant knowledge
 
    The designated team member will then deliver the information physically or via email to the Director of Bank Loan Administration.
 
    Upon receipt of MNPI, the Bank Loan Administration and all other personnel who will be required to work with this information must immediately consider all applicable security related information as private and act accordingly and in compliance with all appropriate policies and procedures. All physical documents of a private nature will be held in secure and locked cabinet which will only be accessed by the CO and the Bank Loan Administrator.
 
    Any individual who provides MNPI to other Seix or non-Seix personnel must immediately notify the High Yield Bank Loan Group Head with contact information and why the information was passed on.
 
    The High Yield Bank Loan Group Head must then immediately notify the CO with the same information.
5:10.3 Access to Research on Bank Loan borrowers;
Two primary online applications will be employed to gain access to research on bank loan borrowers: 1) IntraLinks; and 2) SynTrack.
    Passwords for these applications shall only be granted to the High Yield Bank Loan Group Head and the Senior Bank Loan Trader and the Director of Bank Loan Administration (“Administrator”) (defined as “access persons” for this specific policy).
 
    Access persons are responsible for controlling access to these loan related applications. Passwords should not be shared or given to anyone without the CO’s or CCO’s approval.
 
    All relevant research and information will be clearly marked “Public” or “Private” by the High Yield Bank Loan Group Head, and the Senior Bank Loan Trader who shall then be responsible for the appropriate distribution to the assigned Industry Analyst for review.
 
    Once the Industry Analyst receives any MNPI, they and all other personnel who will be required to work with this information must immediately consider all applicable issuer/security related information as private and act accordingly and in compliance with all appropriate policies and procedures.

5


 

         
(SEIX INVESTMENT ADVISORS LLC LOGO)
 
       
  PAGE   POLICY NUMBER
  6 of 6   5:10
       
  IMPLEMENTATION DATE   REVISION DATE
       
  September 30, 2005   August 22, 2008
 
POLICY
       
 
       
Insider Trading
       
    The High Yield Bank Loan Group Head and the Senior Bank Loan Trader are jointly responsible for determining and defining “material non-pubic information”, always erring on the side of caution when doubt exists (i.e., the material should be kept behind the information wall and considered to be restricted).
 
    Each access person opening the appropriate link (i.e. Public Information, in general, and Private information, in rare circumstances) will be responsible for ensuring that Private Information is prohibited and not accessed by any unauthorized individuals.
 
    Each individual who provides MNPI to another Seix or non-Seix personnel must immediately notify the Head of High Yield Bank Loan Group with contact information and why the information was passed on.
 
    The Head of High Yield Bank Loan Group must then immediately notify the CO with the same information
 
    The CO should be immediately notified if anyone becomes aware of a breach of fiduciary duty, or believes there may be a possible breach of fiduciary duty, as it relates to the proper use of material non-public information.
 
    The CO will assess the situation and consult with the CCO who will contact the Chief Executive Officer (“CEO”), Legal Counsel and others as needed.
 
    Any unauthorized individual who inadvertently or deliberately receives or obtains private information must immediately notify the CO. The CO will assess the situation; consult with the CCO who will contact the CEO, Legal Counsel and others as needed.

6

EX-99.P.4 6 y00189aexv99wpw4.htm EX-99.P.4: CODE OF ETHICS EX-99.P.4
Exhibit p(4)
     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
Message from our CEO
  The reputation of a thousand years may be determined by the conduct of one hour.” Ancient Japanese Proverb
 
   
 
  We have said it time and again in our Goals, Strategy and Culture statement, “We exist for our clients and are driven by their needs.” Wellington Management’s reputation is built on this principle. We know that our reputation is our most valuable asset as that reputation attracts clients and promotes their trust and confidence in our firm’s capabilities. We entrust our clients’ interests and the firm’s reputation every day to each Wellington Management employee around the world. Each of us must take constant care that our actions fully meet our duties as fiduciaries for our clients. Our clients’ interests must always come first; they cannot and will not be compromised.
 
   
 
  We have learned through many experiences, that when we put our clients first, we are doing the right thing. If our standards slip, or our focus wanes, we risk the loss of everything we have worked so hard to build together over the years.
 
   
 
  It is important that we all remember “client, firm, person” is our most fundamental guiding principle. This high ethical standard is embodied in our Code of Ethics. The heart of the Code of Ethics goes to our obligation to remain vigilant in protecting the interests of our clients above our own. We encourage you to become familiar with all facets of the Code and trust that you will embrace and comply with both the letter and the spirit of the Code.

 


 

             
 
  Wellington Management Company, llp        
 
  Wellington Trust Company, na        
 
  Wellington Management International Ltd        
 
  Wellington International Management Company Pte Ltd        
 
  Wellington Global Investment Management Ltd        
 
           
 
  Code of Ethics        
 
           
Table of Contents
  Standards of Conduct     4  
 
  Ethical Considerations Regarding Confidentiality     5  
 
  Ethical Considerations Regarding Open-end Mutual Fund Transactions     5  
 
  Policy on Personal Securities Transactions     6  
 
 
Covered Accounts
    6  
 
 
Transactions Subject to Pre-clearance and Reporting
    8  
 
 
Requesting Pre-clearance
    8  
 
 
Restrictions on Covered Transactions and Other Restrictions
    9  
 
 
Blackout Periods
    9  
 
 
Short Term Trading
    10  
 
 
Securities of Brokerage Firms
    11  
 
 
Short Sales, Options and Margin Transactions
    11  
 
 
Derivatives
    11  
 
 
Initial Public Offerings (“IPOs”)
    12  
 
 
Private Placements
    12  
 
 
ETFs and HOLDRs
    12  
 
 
Transactions Subject to Reporting Only
    12  
 
 
Transactions Exempt from Pre-clearance and Reporting
    13  
 
  Exemptive Procedure for Personal Trading     14  
 
  Reporting and Certification Requirements     14  
 
 
Initial Holdings Report
    15  
 
 
Duplicate Brokerage Confirmations and Statements
    15  
 
 
Duplicate Annual Statements for Wellington Managed Funds
    16  
 
 
Quarterly Reporting of Transactions and Brokerage Accounts
    16  
 
 
Annual Holdings Report
    17  
 
 
Quarterly Certifications
    17  
 
 
Annual Certifications
    18  
 
 
Review of Reports and Additional Requests
    18  
 
  Gifts, Travel and Entertainment Opportunities and Sensitive Payments     18  
 
 
General Principles
    18  
 
 
Accepting Gifts
    19  
 
 
Accepting Travel and Entertainment Opportunities and Tickets
    19  
 
 
Solicitation of Gifts, Contributions, or Sponsorships
    21  
 
 
Giving Gifts (other than Entertainment Opportunities)
    22  
 
 
Giving Entertainment Opportunities
    22  
 
 
Sensitive Payments
    22  
 
  Other Activities     23  
 
  Violations of the Code of Ethics     24  

Page 2


 

             
 
  Wellington Management Company, llp        
 
  Wellington Trust Company, na        
 
  Wellington Management International Ltd        
 
  Wellington International Management Company Pte Ltd.        
 
  Wellington Global Investment Management Ltd        
 
           
 
  Code of Ethics        
 
           
Table of Contents
  Appendix A — Approved Exchange Traded Funds        
 
  Appendix B — Quick Reference Table for Personal Securities Transactions        
 
  Appendix C — Quick Reference Table for Gifts and Entertainment        

Page 3


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
Standards of Conduct
  Wellington Management Company, LLP and its affiliates (“Wellington Management”) have a fiduciary duty to investment company and investment counseling clients that requires each Employee to act solely for the benefit of clients. As a firm and as individuals, our conduct (including our personal trading) must recognize that the firm’s clients always come first and that we must avoid any abuse of our positions of trust and responsibility.
 
   
 
  Each Employee is expected to adhere to the highest standard of professional and ethical conduct and should be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with our clients’ interests, or have the potential to cause damage to the firm’s reputation. To this end, each Employee must act with integrity, honesty, dignity and in a highly ethical manner. Each Employee is also required to comply with all applicable securities laws. Moreover, each Employee must exercise reasonable care and professional judgment to avoid engaging in actions that put the image of the firm or its reputation at risk. While it is not possible to anticipate all instances of potential conflict or unprofessional conduct, the standard is clear.
 
   
 
  This Code of Ethics (the “Code”) recognizes that our fiduciary obligation extends across all of our affiliates, satisfies our regulatory obligations and sets forth the policy regarding Employee conduct in those situations in which conflicts with our clients’ interests are most likely to develop. All Employees are subject to this Code and adherence to the Code is a basic condition of employment. If an Employee has any doubt as to the appropriateness of any activity, believes that he or she has violated the Code, or becomes aware of a violation of the Code by another Employee, he or she should consult the Code of Ethics Manager, Chief Compliance Officer, General Counsel or Chair of the Ethics Committee.
 
   
 
  The Code reflects the requirements of United States law, Rule 17j-1 of the Investment Company Act of 1940, as amended on August 31, 2004, and Rule 204A-1 under the Investment Advisers Act of 1940. The term “Employee” for purposes of this Code, includes all Partners and employees worldwide (including temporary personnel compensated directly by Wellington Management and other temporary personnel to the extent that their tenure with Wellington Management exceeds 90 days).

Page 4


 

     
 
  Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International Ltd
Wellington International Management Company Pte Ltd.
Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
Ethical Considerations Regarding Confidentiality
  Confidentiality is a cornerstone of Wellington Management’s fiduciary obligation to its clients as well as an important part of the firm’s culture.
 
   
 
  Use and Disclosure of Information
 
   
 
  Information acquired in connection with employment by the organization, including information regarding actual or contemplated investment decisions, portfolio composition, research, research recommendations, firm activities, or client interests, is confidential and may not be used in any way that might be contrary to, or in conflict with the interests of clients or the firm. Employees are reminded that certain clients have specifically required their relationship with our firm to be treated confidentially.
 
   
 
  Specific reference is made to the firm’s Portfolio Holdings Disclosure Policy and Procedures, accessible on the Wellington Management intranet, which addresses the appropriate and authorized disclosure of a client’s portfolio holdings.
 
   
 
  “Inside Information”
 
 
  Specific reference is made to the firm’s Statement of Policy on the Receipt and Use of Material, Non-Public Information (i.e., “inside information”), accessible on the Wellington Management intranet, which applies to personal securities transactions as well as to client transactions.
 
   
Ethical Considerations Regarding Open-End Mutual Fund Transactions
  Wellington Management requires that an Employee engaging in mutual fund investments ensure that all investments in open-end mutual funds comply with the funds’ rules regarding purchases, redemptions, and exchanges.
 
   
 
  Wellington Management has a fiduciary relationship with the mutual funds and variable insurance portfolios for which it serves as investment adviser or sub-adviser, including funds organized outside the US (“Wellington Managed Funds”). Accordingly, an Employee may not engage in any activity in Wellington Managed Funds that might be perceived as contrary to or in conflict with the interests of such funds or their shareholders.
 
   
 
  The Code’s personal trading reporting requirements extend to transactions and holdings in Wellington Managed Funds (excluding money market funds). A complete list of the Wellington Managed Funds is available to Employees via the Wellington Management intranet. Please refer to “Reporting and Certification Requirements” for further details.

Page 5


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
Policy on Personal Securities Transactions
  All Employees are required to clear their personal securities transactions (as defined below) prior to execution, report their transactions and holdings periodically, and refrain from transacting either in certain types of securities or during certain blackout periods as described in more detail in this section.
 
   
 
  Employees should note that Wellington Management’s policies and procedures with respect to personal securities transactions also apply to transactions by a spouse, domestic partner, child or other immediate family member residing in the same household as the Employee.
 
   
 
  Covered Accounts
 
   
 
  Definition of “Personal Securities Transactions”
 
 
  A personal securities transaction is a transaction in which an Employee has a beneficial interest.
 
   
 
  Definition of “Beneficial Interest”
 
 
  An Employee is considered to have a beneficial interest in any transaction in which the Employee has the opportunity to directly or indirectly profit or share in the profit derived from the securities transacted. An Employee is presumed to have a beneficial interest in, and therefore an obligation to pre-clear and report, the following:
 
   
 
  1
 
  Securities owned by an Employee in his or her name.
 
   
 
  2
 
  Securities owned by an individual Employee indirectly through an account or investment vehicle for his or her benefit, such as an IRA, family trust or family partnership.
 
   
 
  3
 
  Securities owned in which the Employee has a joint ownership interest, such as property owned in a joint brokerage account.
 
   
 
  4
 
  Securities in which a member of the Employee’s immediate family (e.g., spouse, domestic partner, minor children and other dependent relatives) has a direct,

Page 6


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  indirect or joint ownership interest if the immediate family member resides in the same household as the Employee.
 
   
 
  5
 
  Securities owned by trusts, private foundations or other charitable accounts for which the Employee has investment discretion (other than client accounts of the firm).
 
   
 
  If an Employee believes that he or she does not have a beneficial interest in the securities listed above, the Employee should provide the Global Compliance Group (the “Compliance Group”) with satisfactory documentation that the Employee has no beneficial interest in the security and exercises no control over investment decisions made regarding the security (see “Exceptions” below). Any question as to whether an Employee has a beneficial interest in a transaction, and therefore an obligation to pre-clear and report the transaction, should be directed to the Compliance Group.
 
   
 
  Exceptions
 
   
 
  If an Employee has a beneficial interest in an account which the Employee feels should not be subject to the Code’s pre-clearance and reporting requirements, the Employee should submit a written request for clarification or an exemption to the Global Compliance Manager. The request should name the account, describe the nature of the Employee’s interest in the account, the person or firm responsible for managing the account, and the basis upon which the exemption is being claimed. Requests will be considered on a case-by-case basis. An example of a situation where grounds for an exemption may be present is an account in which the Employee has no influence or control (e.g., the Employee has a professionally managed account over which the Employee has given up discretion.
 
   
 
  In all transactions involving such an account an Employee should, however, conform to the spirit of the Code and avoid any activity which might appear to conflict with the interests of the firm’s clients, or with the Employee’s position within Wellington Management. In this regard, please refer to the “Ethical Considerations Regarding Confidentiality” section of this Code.

Page 7


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  Transactions Subject to Pre-Clearance and Reporting “Covered Transactions”
 
   
 
  All Employees must clear their personal securities transactions prior to execution, except as specifically exempted in subsequent sections of the Code. Clearance for personal securities transactions for publicly traded securities will be in effect for 24 hours from the time of approval. Transactions in the following securities are “Covered Transactions” and therefore must be pre-cleared and reported:
 
   
 
 
     bonds (including municipal bonds)
 
   
 
 
     stock (including shares of closed-end funds and funds organized outside the US that have a structure similar to that of closed-end funds)
 
   
 
 
     exchange-traded funds not listed on Appendix A
 
   
 
 
     notes
 
   
 
 
     convertibles
 
   
 
 
     preferreds
 
   
 
 
     ADRs
 
   
 
 
     single stock futures
 
   
 
 
     limited partnership and limited liability company interests (for example, hedge funds not sponsored by Wellington Management or an affiliate)
 
   
 
 
     options on securities
 
   
 
 
     warrants, rights, etc., whether publicly traded or privately placed
 
   
 
  See Appendix B for a summary of securities subject to pre-clearance and reporting, securities subject to reporting only, and securities exempt from pre-clearance and reporting.
 
   
 
  Requesting Pre-Clearance
 
   
 
  Pre-clearance for Covered Transactions must be obtained by submitting a request via the intranet-based Code of Ethics Compliance System (“COEC”). Approval must be obtained prior to placing the trade with a broker. An Employee is responsible for ensuring that the proposed transaction does not violate Wellington Management’s policies or applicable securities laws and regulations by virtue of the Employee’s responsibilities at Wellington Management or the information that he or she may possess about the securities or the issuer. The Compliance Group will maintain confidential records of all requests for approval. Covered Transactions offered through a participation in a private placement (including both securities and partnership interests) are

Page 8


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  subject to special clearance by the Chief Compliance Officer or the General Counsel or their designees, and the clearance will remain in effect for a reasonable period thereafter, not to exceed 90 days (See, “Private Placements”).
 
   
 
  An Employee wishing to seek an exemption from the pre-clearance requirement for a security or instrument not covered by an exception (see below) that has similar characteristics to an excepted security or transaction should submit a request in writing to the Global Compliance Manager.
 
   
 
  Restrictions on Covered Transactions and Other Restrictions on Personal Trading
 
   
 
  Covered Transactions are restricted and will be denied pre-clearance under the circumstances described below. Please note that the following restrictions on Covered Transactions apply equally to the Covered Transaction and to instruments related to the Covered Transaction. A related instrument is any security or instrument issued by the same entity as the issuer of the Covered Transaction, including options, rights, warrants, preferred stock, bonds and other obligations of that issuer or instruments otherwise convertible into securities of that issuer.
 
   
 
  The restrictions and blackout periods prescribed below are designed to avoid conflict with our clients’ interests. However, patterns of trading that meet the letter of the restrictions but are intended to circumvent the restrictions are also prohibited. It is expected that Employees will comply with the restrictions below in good faith and conduct their personal securities transactions in keeping with the intended purpose of this Code.
 
   
 
  1
 
  Blackout Periods
 
 
  No Employee may engage in Covered Transactions involving securities or instruments which the Employee knows are actively contemplated for transactions on behalf of clients, even though no buy or sell orders have been placed. This restriction applies from the moment that an Employee has been informed in any fashion that any Portfolio Manager intends to purchase or sell a specific security or instrument. This is a particularly sensitive area and one in which each Employee must exercise caution to avoid actions which, to his or her knowledge, are in conflict or in competition with the interests of clients.

Page 9


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  Employee Blackout Periods
 
   
 
  An Employee will be denied pre-clearance for Covered Transactions that are:
 
   
 
 
     being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled;
 
   
 
 
     the subject of a new or changed action recommendation from a research analyst until 10 business days following the issuance of such recommendation;
 
   
 
 
     the subject of a re-issued but unchanged recommendation from a research analyst until 2 business days following re-issuance of the recommendation.
 
   
 
  Portfolio Manager Additional Blackout Period
 
   
 
  In addition to the above, an Employee who is a Portfolio Manager may not engage in a personal transaction involving any security for 7 calendar days prior to, and 7 calendar days following, a transaction in the same security for a client account managed by that Portfolio Manager without a special exemption. See “Exemptive Procedures for Personal Trading” below.
 
   
 
  Portfolio Managers include all designated portfolio managers and other investment professionals that have portfolio management responsibilities for client accounts or who have direct authority to make investment decisions to buy or sell securities, such as investment team members and analysts involved in Research Equity portfolios.
 
   
 
  2
 
  Short Term Trading
 
 
  No Employee may take a “short term trading” profit with respect to a Covered Transaction, which means a sale, closing of a short position or expiration of an option at a gain within 60 calendar days of its purchase (beginning on trade date plus one), without a special exemption. See “Exemptive Procedures for Personal Trading” on page 14. The 60-day trading prohibition does not apply to transactions resulting in a loss.
 
   
 
  An Employee engaging in mutual fund investments must ensure that all investments and transactions in open-end mutual funds, including funds organized outside the US, comply with the funds’ rules regarding purchases, redemptions, and exchanges.

Page 10


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  3
 
  Securities of Brokerage Firms
 
 
  An Employee engaged in Global Trading and an Employee with portfolio management responsibility for client accounts may not engage in personal transactions involving any equity or debt securities of any company whose primary business is that of a broker/dealer. A company is deemed to be in the primary business as a broker/dealer if it derives more than 15 percent of its gross revenues from broker/dealer related activities.
 
   
 
  4
 
  Short Sales, Options and Margin Transactions
 
 
  The Code strongly discourages short sales, options and margin transactions.
Subject to pre-clearance, an Employee may engage in short sales, options and margin transactions, however, an Employee engaging in such transactions should recognize the danger of being “frozen” or subject to a forced close out because of the general restrictions that apply to personal transactions as noted above. These types of activities are risky not only because of the nature of the transactions, but also because action necessary to close out a position may become prohibited under the Code while the position remains open. For example, you may not be able to close out short sales and transactions in derivatives. In specific cases of hardship, an exception may be granted by the Chief Compliance Officer or the General Counsel with respect to an otherwise “frozen” transaction.
 
   
 
  Particular attention should be paid to margin transactions. An Employee should understand that brokers of such transactions generally have the authority to automatically sell securities in the Employee’s brokerage account to cover a margin call. Such sale transactions will be in violation of the Code unless they are pre-cleared. An Employee engaging in margin transactions should not expect that exceptions will be granted after the fact for these violations.
 
   
 
  5
 
  Derivatives
 
 
  Transactions in derivative instruments shall be restricted in the same manner as the underlying security. An Employee engaging in derivative transactions should also recognize the danger of being “frozen” or subject to a forced close out because of the general restrictions that apply to personal transactions as described in more detail in paragraph 4 above.

Page 11


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  6
 
  Initial Public Offerings (“IPOs”)
 
 
  No Employee may engage in personal transactions involving the direct purchase of any security (debt or equity) in an IPO (including initial offerings of closed-end funds). This restriction also includes new issues resulting from spin-offs, municipal securities, and thrift conversions, although in limited cases the purchase of such securities in an offering may be approved by the Chief Compliance Officer or the General Counsel upon determining that approval would not violate any policy reflected in this Code. This restriction does not apply to initial offerings of open-end mutual funds, US government issues or money market instruments.
 
   
 
  7
 
  Private Placements
 
 
  An Employee may not purchase securities in a private placement transaction (including hedge funds that are not sponsored by Wellington Management or one of its affiliates) unless approval of the Chief Compliance Officer, the General Counsel or their respective designees has been obtained. This approval will be based upon a determination that the investment opportunity need not be reserved for clients, that the Employee is not being offered the investment opportunity due to his or her employment with Wellington Management, and other relevant factors on a case-by-case basis.
 
   
 
  8
 
  Exchange Traded Funds (“ETFs”) and HOLDRs
 
 
  An Employee may not transact in HOLDRs.
 
 
  Transactions in exchange traded funds are permitted. However, transactions in exchange traded funds not listed on Appendix A are Covered Transactions that must be pre-cleared and reported. Transactions in exchange traded funds listed on Appendix A are not Covered Transactions and accordingly, are not subject to pre-clearance or reporting.
 
   
 
  Transactions Subject to Reporting Only (no need to Pre-clear)
 
 
  Pre-clearance is not required, but reporting is required for transactions in:
 
   
 
  1
 
  Open-end mutual funds and variable insurance products that are managed by Wellington Management or any of its affiliates, including funds organized outside the US that have a structure similar to that of open-end mutual funds,

Page 12


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  if held outside of the Wellington Retirement and Pension Plan (“WRPP”). A list of Wellington Managed Funds is available via the Wellington Management intranet.
 
   
 
  2
 
  Non-volitional transactions to include:
 
   
 
 
     automatic dividend reinvestment and stock purchase plan acquisitions;
 
 
 
     transactions that result from a corporate action applicable to all similar security holders (such as splits, tender offers, mergers, stock dividends, etc.).
 
   
 
  3
 
  Gift transactions to include:
 
   
 
 
     gifts of securities to an Employee if the Employee has no control of the timing;
 
   
 
 
     gifts of securities from an Employee to an individual so long as the recipient of the gift confirms in writing that the recipient has no present intention to sell the securities received from the Employee;
 
   
 
 
     gifts of securities from an Employee to a not-for-profit organization. For this purpose, a not-for-profit organization includes only those trusts and other entities exclusively for the benefit of one or more not-for-profit organizations and does not include so-called split interest trusts (no writing is required);
 
   
 
 
     gifts of securities from an Employee to other trusts or investment vehicles, including charitable lead trusts, charitable remainder trusts, family partnerships and family trusts, so long as the recipient of the gift confirms in writing that the recipient has no present intention to sell the securities received from the Employee.
 
   
 
  Even if the gift of a security from an Employee does not require pre-clearance under these rules, a subsequent sale of the security by the recipient of the gift must be pre-cleared and reported IF the Employee is deemed to have a beneficial interest in the security (for example, if the Employee has investment discretion over the recipient or the recipient is a family member living in the same house as the Employee).
 
   
 
  Transactions Exempt from Pre-Clearance and Reporting
 
 
  Pre-clearance and reporting is not required for transactions in:
 
   
 
 
     US government securities
 
   
 
 
     Exchange Traded Funds listed in Appendix A
 
   
 
 
     money market instruments

Page 13


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
 
     Collective Investment Funds sponsored by Wellington Trust Company, na (“trust company pools”)
 
   
 
 
     hedge funds sponsored by Wellington Management or any of its affiliates
 
   
 
 
     broad-based stock index and US government securities futures and options on such futures
 
   
 
 
     commodities futures
 
   
 
 
     currency futures
 
   
 
 
     open-end mutual funds and variable insurance products, including funds organized outside the US with a structure similar to that of an open-end mutual fund, that are not managed by Wellington Management or any of its affiliates
 
   
Exemptive Procedure For Personal Trading
  In cases of hardship, the Chief Compliance Officer, Global Compliance Manager, the General Counsel, or their respective designees can grant exemptions from the personal trading restrictions in this Code. The decision will be based on a determination that a hardship exists and the transaction for which an exemption is requested would not result in a conflict with our clients’ interests or violate any other policy embodied in this Code. Other factors that may be considered include: the size and holding period of the Employee’s position in the security, the market capitalization of the issuer, the liquidity of the security, the amount and timing of client trading in the same or a related security, and other relevant factors.
 
   
 
  Any Employee seeking an exemption should submit a written request to the Chief Compliance Officer, Global Compliance Manager or the General Counsel, setting forth the nature of the hardship along with any pertinent facts and reasons why the employee believes that the exemption should be granted. Employees are cautioned that exemptions are intended to be exceptions, and repetitive requests for exemptions by an Employee are not likely to be granted.
 
   
 
  Records of the approval of exemptions and the reasons for granting exemptions will be maintained by the Compliance Group.
 
   
Reporting and Certification Requirements
  Records of personal securities transactions by Employees and their immediate family members will be maintained. All Employees are subject to the following reporting and certification requirements:

Page 14


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  1
 
  Initial Holdings Report
 
 
  New Employees are required to file an Initial Holdings Report and a Disciplinary Action Disclosure form within ten (10) calendar days of joining the firm. New Employees must disclose all of their security holdings in Covered Transactions including private placement securities, and Wellington Managed Funds, at this time. New Employees are also required to disclose all of their brokerage accounts or other accounts holding Wellington Managed Funds (including IRA Accounts, 529 Plans, custodial accounts and 401K Plans outside of WRPP) at that time, even if the only securities held in such accounts are mutual funds. Personal trading is prohibited until these reports are filed. The forms can be filed via the COEC that is accessible on the Wellington Management intranet.
 
   
 
  Please note that you do not need to report mutual funds or trust company pools held within the WRPP (this information will be obtained from the WRPP administrator); and you need not report Wellington Managed Funds that are money market funds.
 
   
 
  2
 
  Duplicate Brokerage Confirmations and Statements for Covered Transactions Employees may place securities transactions with the broker of their choosing. All Employees must require their securities brokers to send duplicate confirmations of their Covered Transactions and quarterly account statements to the Compliance Group. Brokerage firms are accustomed to providing this service.
 
   
 
  To arrange for the delivery of duplicate confirmations and quarterly statements, each Employee must complete a Duplicate Confirmation Request Form for each brokerage account that is used for personal securities transactions of the Employee and each account in which the Employee has a beneficial interest and return the form to the Compliance Group. The form can be obtained from the Compliance Group. The form must be completed and returned to the Compliance Group prior to any transactions being placed with the broker. The Compliance Group will process the request with the broker in order to assure delivery of the confirmations and quarterly statements directly to the Compliance Group and to preserve the confidentiality of this information. When possible, the duplicate confirmation requirement will be satisfied by

Page 15


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  electronic means. Employees should not send the completed forms to their brokers directly.
 
   
 
  If under local market practice, brokers are not willing to deliver duplicate confirmations and/or quarterly statements to the Compliance Group, it is the Employee’s responsibility to provide promptly the Compliance Group with a duplicate confirmation (either a photocopy or facsimile) for each trade and quarterly statement.
 
   
 
  3
 
  Duplicate Annual Statements for Wellington Managed Funds.
 
 
  Employees must provide duplicate Annual Statements to the Compliance Group with respect to their holdings in Wellington Managed Funds.
 
   
 
  4
 
  Quarterly Reporting of Transactions and Brokerage Accounts
 
 
  SEC rules require that a quarterly record of all personal securities transactions be submitted by each person subject to the Code’s requirements within 30 calendar days after the end of each calendar quarter and that this record be available for inspection. To comply with these SEC rules, every Employee must file a quarterly personal securities transaction report electronically utilizing the COEC accessible to all Employees via the Wellington Management intranet by this deadline.
 
   
 
  At the end of each calendar quarter, Employees will be reminded of the SEC filing requirement. An Employee that fails to file within the SEC’s 30 calendar day deadline will, at a minimum, be prohibited from engaging in personal trading until the required filings are made and may give rise to other sanctions.
 
   
 
  Transactions during the quarter as periodically entered via the COEC by the Employee are displayed on the Employee’s reporting screen and must be affirmed if they are accurate. Holdings not acquired through a broker and certain holdings that were not subject to pre-clearance (as described below) must also be entered by the Employee.
 
   
 
  All Employees are required to submit a quarterly report, even if there were no reportable transactions during the quarter. The quarterly report must include transaction information regarding:

Page 16


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
 
     all Covered Transactions (as defined on page 8);
 
   
 
 
     all Wellington Managed Funds (as defined on page 5);
 
   
 
 
     any new brokerage account established during the quarter including the name of the broker, dealer or bank and the date the account was established;
 
   
 
 
     non-volitional transactions (as described on page 13); and
 
   
 
 
     gift transactions (as described on page 13).
 
   
 
  Transactions in Wellington Managed Funds and non-volitional transactions must be reported even though pre-clearance is not required. For non-volitional transactions, the nature of the transaction must be clearly specified in the report. Non-volitional transactions include automatic dividend reinvestment and stock purchase plan acquisitions, gifts of securities to and from the Employee, and transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, stock dividends).
 
   
 
  5
 
  Annual Holdings Report
 
 
  SEC Rules also require that each Employee file, on an annual basis, a schedule indicating their personal securities holdings as of December 31 of each year by the following
February 14th. SEC Rules require that this report include the title, number of shares and principal amount of each security held in an Employee’s personal account and the accounts for which the Employee has a beneficial interest, and the name of any broker, dealer or bank with whom the Employee maintains an account. “Securities” for purposes of this report are Covered Transactions, Wellington Managed Funds and those that must be reported as indicated in the prior section.
 
   
 
  Employees are also required to disclose all of their brokerage accounts at this time, even if the only securities held in such accounts are mutual funds.
 
   
 
  6
 
  Quarterly Certifications
 
 
  As part of the quarterly reporting process on the COEC, Employees are required to confirm their compliance with the provisions of this Code of Ethics. In addition, each Employee is also required to identify any issuer for which the Employee owns more than 0.5% of the outstanding securities.

Page 17


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  7
 
  Annual Certifications

As part of the annual reporting process on the COEC, each Employee is required to certify that:
 
   
 
 
     The Employee has read the Code and understands its terms and requirements;
 
   
 
 
     The Employee has complied with the Code during the course of his or her association with the firm;
 
   
 
 
     The Employee has disclosed and reported all personal securities transactions and brokerage accounts required to be disclosed or reported;
 
   
 
 
     The Employee will continue to comply with the Code in the future;
 
   
 
 
     The Employee will promptly report to the Compliance Group, the General Counsel, or the Chair of the Ethics Committee any violation or possible violation of the Code of which the Employee becomes aware; and
 
   
 
 
     The Employee understands that a violation of the Code may be grounds for disciplinary action or termination and may also be a violation of federal and/or state securities laws.
 
   
 
  8
 
  Review of Reports and Additional Requests
 
 
  All reports filed in accordance with this section will be maintained and kept confidential by the Compliance Group. Such reports will be reviewed by the Chief Compliance Officer or his/her designee. The firm may request other reports and certifications from Employees as may be deemed necessary to comply with applicable regulations and industry best practices.
 
   
Gifts, Travel and Entertainment Opportunities, and Sensitive Payments
  Occasionally, an Employee may be offered gifts or entertainment opportunities by clients, brokers, vendors or other organizations with whom the firm transacts business. The giving and receiving of gifts and opportunities to travel and attend entertainment events from such sources are subject to the general principles outlined below and are permitted only under the circumstances specified in this section of the Code.
 
   
 
  1
 
  General Principles Applicable to Gifts, Travel and Entertainment Opportunities, and Sensitive Payments
 
   
 
 
     An Employee cannot give or accept a gift or participate in an entertainment opportunity if the frequency and/or value of the gift or entertainment opportunity may be considered excessive or extravagant.

Page 18


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
 
     An Employee cannot give or receive a gift, travel and entertainment opportunity or sensitive payment if, in doing so, it would create or appear to create a conflict with the interests of our clients or the firm, or have a detrimental impact on the firm’s reputation.
 
   
 
 
     With regard to gifts and entertainment opportunities covered and permitted under the Code, under no circumstances is it acceptable for an Employee to resell a gift or ticket to an entertainment event.
 
   
 
  2
 
  Accepting Gifts
 
 
  The only gift (other than entertainment tickets) that may be accepted by an Employee is a gift of nominal value (i.e. a gift whose reasonable value is no more than $100) and promotional items (e.g. pens, mugs, t-shirts and other logo bearing items). Under no circumstances may an Employee accept a gift of cash, including a cash equivalent such as a gift certificate, bond, security or other items that may be readily converted to cash.
 
   
 
  Acceptance of a gift that is directed to Wellington Management as a firm should be cleared with the Employee’s Business Manager. Such a gift, if approved, will be accepted on behalf of, and treated as the property of, the firm.
 
   
 
  If an Employee receives a gift that is prohibited under the Code, it must be declined or returned in order to protect the reputation and integrity of Wellington Management. Any question as to the appropriateness of any gift should be directed to the Chief Compliance Officer, the General Counsel or the Chair of the Ethics Committee.
 
   
 
  3
 
  Accepting Travel and Entertainment Opportunities and Tickets
 
 
  Wellington Management recognizes that occasional participation in entertainment opportunities with representatives from organizations with whom the firm transacts business, such as clients, brokers, vendors or other organizations, can be useful relationship building exercises. Examples of such entertainment opportunities are: lunches, dinners, cocktail parties, golf outings or regular season sporting events.
 
   
 
  Accordingly, occasional participation by an Employee in such entertainment opportunities for legitimate business purposes is permitted provided that:

Page 19


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
 
    a representative from the hosting organization attends the event with the Employee;
 
   
 
 
    the primary purpose of the event is to discuss business or build a business relationship;
 
   
 
 
    the Employee demonstrates high standards of personal behavior;
 
   
 
 
     participation complies with the following requirements for entertainment tickets, lodging, car and limousine services, and air travel.
 
   
 
  Entertainment Tickets
 
 
  An Employee occasionally may accept one ticket to an entertainment event only if the host will attend the event with the Employee and the face value of the ticket or entrance fee is $200 or less, not including the value of food that may be provided to the Employee before, during, or after the event. An Employee is required to obtain prior approval from his or her Business Manager before accepting any other entertainment opportunity.
 
   
 
  An Employee is strongly discouraged from participating in the following situations and may not participate unless prior approval from his/her Business Manager is obtained:
 
   
 
 
     the entertainment ticket has a face value above $200; if approved by a Business Manager, the Employee is required to reimburse the host for the full face value of the ticket;
 
   
 
 
     the Employee wants to accept more than one ticket; if approved by a Business Manager, the Employee is required to reimburse the host for the aggregate face value of the tickets regardless of each ticket’s face value;
 
   
 
 
     the entertainment event is unusual or high profile (e.g., a major sporting event); if approved by a Business Manager, the Employee is required to reimburse the host for the full face value of the ticket regardless of what the face value might be;
 
   
 
 
     the host has extended an invitation to the entertainment event to numerous Employees.
 
   
 
  Business Managers must clear their own participation in the above situations with the Chief Compliance Officer or Chair of the Ethics Committee.
 
   
 
  Each Employee must familiarize himself/herself with, and adhere to, any additional policies and procedures regarding entertainment opportunities and tickets that may be enforced by his/her Business Manager.

Page 20


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  Lodging
 
 
  An Employee is not permitted to accept a gift of lodging in connection with any entertainment opportunity. Rather, an Employee must pay for his/her own lodging expense in connection with any entertainment opportunity. If an Employee participates in an entertainment opportunity for which lodging is arranged and paid for by the host, the Employee must reimburse the host for the equivalent cost of the lodging, as determined by Wellington Management’s Travel Manager. It is the Employee’s responsibility to ensure that the host accepts the reimbursement and whenever possible, arrange for reimbursement prior to attending the entertainment event. Lodging connected to an Employee’s business travel will be paid for by Wellington.
 
   
 
  Car and Limousine Services
 
 
  An Employee must exercise reasonable judgment with respect to accepting rides in limousines and with car services. Except where circumstances warrant (e.g., where safety is a concern), an Employee is discouraged from accepting limousine and car services paid for by a host when the host is not present.
 
   
 
  Air Travel
 
 
  An Employee is not permitted to accept a gift of air travel in connection with any entertainment opportunity. Rather, an Employee must pay for his/her own air travel expense in connection with any entertainment opportunity. If an Employee participates in an entertainment opportunity for which air travel is arranged and paid for by the host, the Employee must reimburse the host for the equivalent cost of the air travel, as determined by Wellington Management’s Travel Manager. It is the Employee’s responsibility to ensure that the host accepts the reimbursement and whenever possible, arrange for reimbursement prior to attending the entertainment event. Use of private aircraft or charter flights arranged by the host for entertainment related travel is prohibited. Air travel that is connected to an Employee’s business travel will be paid for by Wellington Management.
 
   
 
  4
 
  Solicitation of Gifts, Contributions, or Sponsorships
 
 
  An Employee may not solicit gifts, entertainment tickets, gratuities, contributions (including charitable contributions), or sponsorships from brokers, vendors, clients or companies in which the firm invests or conducts research. Similarly, an Employee is prohibited from making such requests through Wellington Management’s Trading Department or any other Wellington

Page 21


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  Management Department or employee (this prohibition does not extend to personal gifts or offers of Employee owned tickets between Employees).
 
   
 
  5
 
  Giving Gifts (other than Entertainment Opportunities)
 
 
  In appropriate circumstances, it may be acceptable for the firm or its Employees to extend gifts to clients or others who do business with Wellington Management. Gifts of cash (including cash equivalents such as gift certificates, bonds, securities or other items that may be readily converted to cash) or excessive or extravagant gifts, as measured by the total value or quantity of the gift(s), are prohibited. Gifts with a face value in excess of $100 must be cleared by the Employee’s Business Manager.
 
   
 
  An Employee should be certain that the gift does not give rise to a conflict with client interests, or the appearance of a conflict, and that there is no reason to believe that the gift violates any applicable code of conduct of the recipient. Gifts are permitted only when made in accordance with applicable laws and regulations, and in accordance with generally accepted business practices in the various countries and jurisdictions where Wellington Management does business.
 
   
 
  6
 
  Giving Entertainment Opportunities
 
 
  An Employee is not permitted to source tickets to entertainment events from Wellington Management’s Trading Department or any other Wellington Management Department or employee, brokers, vendors, or other organizations with whom the firm transacts business (this prohibition does not extend to personal gifts or offers of Employee owned tickets between Employees). Similarly, an Employee is prohibited from sourcing tickets on behalf of clients or prospects from ticket vendors.
 
   
 
  Client events and entertainment organized, hosted and attended by one or more Wellington Management Employees are not subject to this prohibition and are outside the scope of this Code.
 
   
 
  7
 
  Sensitive Payments
 
 
  An Employee may not participate on behalf of the firm, a subsidiary, or any client, directly or indirectly, in any of the following transactions:

Page 22


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
 
    Use of the firm’s name or funds to support political candidates or issues, or elected or appointed government officials;
 
   
 
 
    Payment or receipt of bribes, kickbacks, or payment or receipt of any money in violation of any law applicable to the transaction;
 
   
 
 
    Payments to government officials or government employees that are unlawful or otherwise not in accordance with regulatory rules and generally accepted business practices of the governing jurisdiction.
 
   
 
  An Employee making contributions or payments of any kind may do so in his/her capacity as an individual, but may not use or in any way associate Wellington Management’s name with such contributions or payments (except as may be required under applicable law). Employees should be mindful of these general principals when making donations to charities sponsored by clients.
 
   
 
  8
 
  Questions and Clarifications
 
 
  Any question as to the appropriateness of gifts, travel and entertainment opportunities, or payments should be discussed with the Chief Compliance Officer, Global Compliance Manager, the General Counsel, or the Chair of the Ethics Committee.
 
   
Other Activities
  Outside Activities
 
 
  All outside business affiliations (e.g., directorships, officerships or trusteeships) of any kind or membership in investment organizations (e.g., an investment club) must be approved by an Employee’s Business Manager and cleared by the Chief Compliance Officer, the General Counsel or the Chair of the Ethics Committee prior to the acceptance of such a position to ensure that such affiliations do not present a conflict with our clients’ interests. New Employees are required to disclose all outside business affiliations to their Business Manager upon joining the firm. As a general matter, directorships in public companies or companies that may reasonably be expected to become public companies will not be authorized because of the potential for conflicts that may impede our freedom to act in the best interests of clients. Service with charitable organizations generally will be authorized, subject to considerations related to time required during working hours, use of proprietary information and disclosure of potential conflicts of interest. Employees who engage in outside business and charitable activities are not acting in their capacity as employees of Wellington Management and may not use Wellington Management’s name.

Page 23


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
 
  Outside Employment
 
 
  Employees who are officers of the firm may not seek additional employment outside of Wellington Management without the prior written approval of the Human Resources Department. All new Employees are required to disclose any outside employment to the Human Resources Department upon joining the firm.
 
   
Violations of the Code of Ethics
  Compliance with the Code is expected and violations of its provisions are taken seriously. Employees must recognize that the Code is a condition of employment with the firm and a serious violation of the Code or related policies may result in dismissal. Since many provisions of the Code also reflect provisions of the US securities laws, Employees should be aware that violations could also lead to regulatory enforcement action resulting in suspension or expulsion from the securities business, fines and penalties, and imprisonment.
 
   
 
  The Compliance Group is responsible for monitoring compliance with the Code. Violations or potential violations of the Code will be considered by some combination of the Chief Compliance Officer, the General Counsel, the Chair of the Ethics Committee and the Vice Chair of the Ethics Committee, who will jointly decide if the violation or potential violation should be discussed with the Ethics Committee, the Employee’s Business Manager, and /or the firm’s senior management. Further, a violation or potential violation of the Code by an Associate or Partner of the firm will be discussed with the Managing Partners. Sanctions for a violation of the Code may be determined by the Ethics Committee, the Employee’s Business Manager, senior management, or the Managing Partners depending on the Employee’s position at the firm and the nature of the violation.
 
   
 
  Transactions that violate the Code’s personal trading restrictions will presumptively be subject to being reversed and any profit realized from the position disgorged, unless the Employee establishes to the satisfaction of the Ethics Committee that under the particular circumstances disgorgement would be an unreasonable remedy for the violation. If disgorgement is required, the proceeds shall be paid to any client disadvantaged by the transaction, or to a charitable organization, as determined by the Ethics Committee. Violations of the Code’s reporting and certification requirements will result in a suspension of personal trading privileges and may give rise to other sanctions.

Page 24


 

     
 
  Wellington Management Company, llp
 
  Wellington Trust Company, na
 
  Wellington Management International Ltd
 
  Wellington International Management Company Pte Ltd.
 
  Wellington Global Investment Management Ltd
 
   
 
  Code of Ethics
 
   
Further Information
  Questions regarding interpretation of this Code or questions related to specific situations should be directed to the Chief Compliance Officer, the General Counsel or the Chair of the Ethics Committee.
 
   
 
  Revised: January 1, 2007

Page 25


 

Appendix A
Approved Exchange Traded Funds
(ETFs Approved for Personal Trading Without Pre-Clearance and Reporting Requirements)
     
SYMBOL   NAME
RSP
  Rydex S&P Equal Weighted Index
DGT
  streetTRACKS Dow Jones US Global Titan
DSG
  streetTRACKS Dow Jones US Small Cap Growth
DSV
  streetTRACKS Dow Jones US Small Cap Value
ELG
  streetTRACKS Dow Jones US Large Cap Growth
ELV
  streetTRACKS Dow Jones US Large Cap Value
FFF
  streetTRACKS FORTUNE 500 Index
GLD
  streetTRACKS Gold Shares
LQD
  iShares Goldman Sachs $ InvesTop Corporate Bond
SHY
  iShares Lehman 1-3 Year Treasury
IEF
  iShares Lehman 7-10 Year Treasury
TLT
  iShares Lehman 20+ Year Treasury
TIP
  iShares Lehman TIPs
AGG
  iShares Lehman Aggregate
EFA
  iShares MSCI EAFE
EEM
  iShares MSCI Emerging Markets
NY
  iShares NYSE 100
NYC
  iShares NYSE Composite
IJH
  iShares S&P MidCap 400 Index Fund
IJJ
  iShares S&P Midcap 400/BARRA Value
IJK
  iShares S&P Midcap 400/BARRA Growth
IJR
  iShares S&P SmallCap 600 Index Fund
IJS
  iShares S&P SmallCap 600/BARRA Value
IJT
  iShares S&P SmallCap 600/BARRA Growth
IOO
  iShares S&P Global 100
OEF
  iShares S&P 100 Index Fund
ISI
  iShares S&P 1500
IVE
  iShares S&P 500/BARRA Value Index Fund
IVV
  iShares S&P 500 Index Fund
IVW
  iShares S&P 500/BARRA Growth Index Fund
IWB
  iShares Russell 1000 Index Fund
IWD
  iShares Russell 1000 Value Index Fund
IWF
  iShares Russell 1000 Growth Index Fund
IWM
  iShares Russell 2000
IWN
  iShares Russell 2000 Value
IWO
  iShares Russell 2000 Growth
IWP
  iShares Russell Midcap Growth
IWR
  iShares Russell Midcap
IWS
  iShares Russell Midcap Value
IWV
  iShares Russell 3000 Index Fund
IWW
  iShares Russell 3000 Value
IWZ
  iShares Russell 3000 Growth
IYY
  iShares Dow Jones U.S. Total Market Index Fund
JKD
  iShares Morningstar Large Core
JKE
  iShares Morningstar Large Growth

 


 

Appendix A
Approved Exchange Traded Funds
(ETFs Approved for Personal Trading Without Pre-Clearance and Reporting Requirements)
     
SYMBOL   NAME
JKF
  iShares Morningstar Large Value
JKG
  iShares Morningstar Mid Core
JKH
  iShares Morningstar Mid Growth
JKI
  iShares Morningstar Mid Value
JKJ
  iShares Morningstar Small Core
JKK
  iShares Morningstar Small Growth
JKL
  iShares Morningstar Small Value
VB
  Vanguard Small Cap VIPERs
VBK
  Vanguard Small Cap Growth VIPERs
VBR
  Vanguard Small Cap Value VIPERs
VO
  Vanguard MidCap VIPERs
VTI
  Vanguard Total Stock Market VIPERs
VTV
  Vanguard Value VIPERs
VUG
  Vanguard Growth VIPERs
VXF
  Vanguard Extended Market VIPERs
VV
  Vanguard Large Cap VIPERs
This appendix may be amended at the discretion of the Ethics Committee.
Dated January 1, 2006

 


 

Personal Securities Transactions   Appendix B
You Must Pre-Clear and Report the Following Transactions:

Bonds (Including Government Agency Bonds, but excluding Direct Obligations of the U.S. Government)
Municipal Bonds
Stock
Closed-end Funds
Exchange Traded Funds not listed in Appendix A*
Notes
Convertible Securities
Preferred Securities
ADRs
Single Stock Futures
Limited Partnership Interests (including hedge funds not managed by WMC)
Limited Liability Company Interests (including hedge funds not managed by WMC)
Options on Securities
Warrants
Rights
You Must Report (but Not Pre-clear) the Following Transactions:

Automatic Dividend Reinvestment
Stock Purchase Plan Acquisitions
Corporate Actions (splits, tender offers, mergers, stock dividends, etc.)
Open-end Mutual Funds (other than money market funds) and variable insurance products advised or sub-advised by WMC, including offshore funds (“Wellington Managed Funds”)
Transactions in the following ETFs: DIA, QQQQ, SPY, MDY*
Gifts of securities to you over which you did not control the timing
Gifts of securities from you to a not-for-profit organization, including a private foundation and donor advised fund
Gifts of securities from you to an individual or donee other than a not-for-profit if the individual or donee represents that he/she has no present intention of selling the security
You Do Not Need to Pre-clear or Report the Following Transactions:

Open-end Mutual Funds not managed by WMC
Offshore Funds not managed by WMC
Variable Insurance Products not managed by WMC
ETFs listed on Appendix A
Direct Obligations of the U.S. Government (including obligations issued by GNMA & PEFCO)
Money Market Instruments
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Broad based Stock Index Futures and Options
Securities Futures and Options on Direct Obligations of the U.S. Government
Commodities Futures
Foreign Currency Transactions
Prohibited Transactions:

HOLDRS
Initial Public Offerings (“IPOs”)
 
*   Effective January 1, 2006 DIA, QQQQ, SPY and MDY are not on Appendix A. The Chief Compliance Officer and the General Counsel have granted an exemption to the pre-clearance requirement for these ETFs, but transactions in these ETFs need to be reported as part of your quarterly reporting.
This appendix may be amended at the discretion of the Ethics Committee
Dated February 17, 2006

 


 

Gifts and Entertainment   Appendix C
         
    Permitted   Restrictions
Accepting an Individual Gift
  Gifts with a value of $100 or less are generally permitted.   Gifts of cash, gift certificates or other item readily convertible to cash cannot be accepted. Gifts valued at over $100 cannot be accepted.
 
       
Accepting a Firm Gift
      Employee’s Business Manager must approve prior to accepting.
 
       
Accepting Entertainment Opportunities and Tickets
  Permissible only if participation is occasional, host is present, event has a legitimate business purpose, ticket or entrance fee has face value of $200 or less, event is not unusual or high profile or could not be deemed excessive.   Discouraged from accepting ticket or entrance fee with face value over $200, more than one ticket, ticket to high profile or unusual event, or event where numerous Wellington Employees are invited. Business Manager approval required for above situations and Employee must pay for ticket.
 
       
Accepting Lodging
  Employee cannot accept gift of lodging   Employee must pay cost of lodging in connection with any entertainment opportunity.
 
       
Accepting Car/Limo Service
  Exercise reasonable judgment and host must be present.   Discouraged from accepting when host is not present unless safety is a concern
 
       
Accepting Air Travel-Commercial
  Employee cannot accept gift of air travel   Employee must pay air travel expenses in connection with any entertainment opportunity.
 
       
Accepting Air Travel-Private
  Employee cannot accept gift of private air travel.   Employee cannot accept gift of private air travel.
 
       
Giving Gifts
  Gifts to clients valued at $100 or less are acceptable provided gift is not cash or cash equivalent.   Gifts valued at over $100 require approval of employee’s Business Manager.
 
       
Giving Entertainment Opportunities
      Employees cannot source tickets on behalf of clients from other employees or from ticket vendors.

 

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