INVESTORS

This Code of Ethics for Principal Financial Officers (the “Code”) sets forth legal and ethical standards of conduct for the principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions (together, the “Principal Financial Officers”) of SRA International, Inc. (the “Company”). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the Company and all of its subsidiaries and other business entities it controls.

The Company requires that its Principal Financial Officers comply with all laws, rules and regulations applicable to the Company wherever it does business. Principal Financial Officers are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when uncertain about them.

Principal Financial Officers must act in the best interests of the Company. They must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest.” A conflict of interest occurs when a personal interest interferes, or appears to interfere, with the interests of the Company. A conflict of interest can arise whenever a Principal Financial Officer takes action or has an interest that prevents him or her from performing Company duties and responsibilities honestly, objectively and effectively.

For example, Principal Financial Officers must not:

• perform services as a consultant, employee, officer, director, advisor or in any other capacity, or permit any close relative to perform services as an officer or director, for a significant customer, significant supplier or direct competitor of the Company, other than at the request of the Company;
• have, or permit any close relative to have, a financial interest in a significant supplier or significant customer of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company or less than five percent (5%) of the outstanding shares of a privately-held company;
• have, or permit any close relative to have, a financial interest in a direct competitor of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company;
• supervise, review or influence the job evaluation or compensation of a member of his or her immediate family; or
• engage in any other activity or have any other interest that the Board of Directors of the Company determines to constitute a conflict of interest.

A “close relative” means a spouse, dependent child or any other person living in the same home with the Principal Financial Officer. “Immediate family” means a close relative and a parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law. A “significant customer” is a customer that has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments to the Company for property or services in excess of one percent (1%), or $500,000, whichever is greater, of (i) the Company’s consolidated gross revenues for its last full fiscal year or (ii) the customer’s consolidated gross revenues for its last full fiscal year. A “significant supplier” is a supplier to which the Company has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of one percent (1%), or $500,000, whichever is greater, of (i) the Company’s consolidated gross revenues for its last full fiscal year or (ii) the supplier’s consolidated gross revenues for its last full fiscal year.

It is the responsibility of each Principal Financial Officer to disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Board of Directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.

Principal Financial Officers that have material non-public information about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that individuals do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is provided to all Principal Financial Officers.

Principal Financial Officers must maintain the confidentiality of information entrusted to them by the Company or other companies, including our suppliers and customers, except when disclosure is authorized by the Board of Directors or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, Principal Financial Officers should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.

Third parties may ask for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, Principal Financial Officers (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and after an appropriate confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders. All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. The Company’s policies with respect to public disclosure of internal matters are described more fully in the Company’s Disclosure Policy, which is provided to all Principal Financial Officers.

Principal Financial Officers must abide by any lawful obligations they have to any former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.

Principal Financial Officers should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. Principal Financial Officers must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Principal Financial Officers should seek to protect the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s financial performance. Principal Financial Officers must use the Company’s assets and services for legitimate business purposes of the Company and not for personal benefit or the personal benefit of anyone else.

Principal Financial Officers must advance the Company’s legitimate interests when the opportunity to do so arises. They must not take for themselves personal opportunities that are discovered through their position with the Company or the use of property or information of the Company.

The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient.

Principal Financial Officers must not accept, or permit any member of their immediate families to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of insignificant value. Any gifts that are not of insignificant value should be returned immediately and reported to the Board of Directors. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate.

Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Principal Financial Officers should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.

Bribes and kickbacks are criminal acts, strictly prohibited by law. Principal Financial Officers must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

Principal Financial Officers must honestly and accurately report all business transactions. They are responsible for the accuracy of their records and reports. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations.

All Company books, records and accounts shall be maintained in accordance with allapplicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.

No Principal Financial Officer shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of the Company’s financial statements or the preparation or filing of any document or report with the SEC. No Principal Financial Officer shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company’s financial statements.

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be possible. A Principal Financial Officer who believes that an exception to any of these policies is appropriate in his or her case should contact the Chairman of the Governance Committee of the Board of Directors. Any waiver of this Code for Principal Financial Officers or any change to this Code may be made only by the Board of Directors of the Company and will be disclosed as required by law or stock exchange regulation.

Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any employee, officer or director who knows or believes that any Principal Financial Officer of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information as described below. Anyone may report such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct.

Anyone may report violations or suspected violations of this Code, on a confidential or anonymous basis, by calling the Company’s toll free Business Ethics and Procurement Fraud Hotline (1-866-384-4277) or by filing a report via the Internet at www.ethicspoint.com. Any report received that relates to a Principal Financial Officer will be presented to the Chairman of the Audit Committee. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, for additional information, you may file reports anonymously if you wish.

The Board of Directors shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any Principal Financial Officer who has violated this Code.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, anyone who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

This Code shall be distributed to each new Principal Financial Officer of the Company upon commencement of his or her employment and shall also be distributed annually with each Principal Financial Officer certifying that he or she has received, read and understood the Code and has complied with its terms.

The Board of Directors reserves the right to amend, alter or terminate this Code at any time for any reason.

This document is not an employment contract between the Company and any of its Principal Financial Officers.