Exhibit d(1)
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of May 1, 2000, by and between Domini
Social Investment Trust, a Massachusetts business trust (the "Trust"), and
Domini Social Investments LLC, a Massachusetts limited liability company ("DSI"
or the "Manager").
W I T N E S S E T H:
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WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (collectively with the rules and regulations promulgated
thereunder, in each case as amended and in effect from time to time, the "1940
Act"); and
WHEREAS, the Trust wishes to engage DSI to provide certain investment
advisory services for the series of the Trust designated as Domini Social Bond
Fund (the "Fund"), and DSI is willing to provide such investment advisory
services for the Fund on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. DUTIES OF DSI.
DSI shall act as the Manager for the Fund and as such shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Fund shall be held uninvested, subject always to the restrictions of the
Trust's Declaration of Trust, dated June 7, 1989, and By-laws, as each may be
amended and restated from time to time (respectively, the "Declaration" and the
"By-Laws"), the provisions of the 1940 Act, and the then-current registration
statement of the Trust with respect to the Fund. The Manager shall also make
recommendations as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the Trust's portfolio
securities shall be exercised. Should the Board of Trustees of the Trust at any
time, however, make any definite determination as to investment policy
applicable to the Fund and notify the Manager thereof in writing, the Manager
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked. The
Manager shall take, on behalf of the Fund, all actions which it deems necessary
to implement the investment policies determined as provided above and, in
particular, to place all orders for the purchase or sale of securities for the
Fund's account with the brokers or dealers selected by it, and to that end the
Manager is authorized as the agent of the Trust to give instructions to the
custodian or any subcustodian of the Fund as to deliveries of securities and
payments of cash for the account of the Fund. In connection with the selection
of such brokers or
dealers and the placing of such orders, brokers or dealers may be selected who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or the
other accounts over which the Manager, any subadviser, submanager or respective
"affiliated person" thereof exercises investment discretion. The Manager is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund which
is in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities which the Manager and any "affiliated person" of
the Manager have with respect to accounts over which they exercise investment
discretion. The Trustees of the Trust shall periodically review the commissions
paid by the Fund to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Fund. In
making purchases or sales of securities or other property for the account of the
Fund, the Manager may deal with itself or with the Trustees of the Trust or the
Trust's underwriter or distributor to the extent such actions are permitted by
the 1940 Act. In providing the services and assuming the obligations set forth
herein, the Manager may, subject to the requirements of the 1940 Act or any
exemptive order granted thereunder, employ at its own expense, or may request
that the Trust employ at the Fund's expense, one or more subadvisers or
submanagers; provided that in each case the Manager shall supervise the
activities of each subadviser or submanager. Any agreement between the Manager
and a subadviser or submanager shall be subject to the renewal, termination and
amendment provisions applicable to this Agreement. Any agreement by the Trust on
behalf of the Fund and a subadviser or submanager may be terminated by the
Manager at any time on not more than 60 days' nor less than 30 days' written
notice to the Trust and the subadviser or submanager, as applicable.
2. ALLOCATION OF CHARGES AND EXPENSES.
DSI shall furnish at its own expense all necessary services, facilities
and personnel in connection with its responsibilities under Section 1 above.
Except as provided in the foregoing sentence, it is understood that the Trust
will pay all of its own expenses including, without limitation, organization
costs of the Trust; compensation of Trustees who are not "interested persons" of
the Trust; governmental fees, including but not limited to Securities and
Exchange Commission fees and state "blue sky" fees, if any; interest expense;
loan commitment fees; taxes; brokerage fees and commissions; membership dues in
industry and professional associations; fees and expenses of auditors and
accountants, legal counsel and any transfer agent, distributor, shareholder
servicing agent, recordkeeper, registrar or dividend disbursing agent of the
Trust; expenses relating to the issuance and redemption of shares of beneficial
interest of the Fund and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to shareholders of the Fund; expenses
connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses connected with maintaining the Trust's existence as a
Massachusetts business trust; expenses of meetings of the Fund's shareholders;
and such non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Trust on behalf of the
Fund may be party and the legal obligation which the Trust may have to indemnify
its Trustees and officers with respect thereto.
3. COMPENSATION OF DSI.
For the services to be rendered and facilities provided by DSI
hereunder for the benefit of the Fund, the Trust will pay DSI from the assets of
the Fund an advisory fee accrued daily and payable monthly at an annual rate
equal to 0.40% of the Fund's average daily net assets for the Fund's then
current fiscal year. The Manager shall pay any applicable fees to any
subadviser(s) or submanager(s) on the Fund's behalf. If DSI provides services
hereunder for less than the whole of any period specified in this Section 3, the
compensation to DSI shall be accordingly adjusted and prorated.
4. COVENANTS OF DSI.
DSI agrees that it will not deal with itself, or with the Trustees of
the Trust or the Trust's principal underwriter or distributor, if any, as
principals in making purchases or sales of securities or other property, except
as permitted by the 1940 Act, will not take a long or short position in shares
of beneficial interest of the Fund, except as permitted by the Declaration, and
will comply with all other provisions of the Declaration and By-Laws and the
then-current registration statement of the Trust applicable to the Fund relative
to DSI and its directors and officers.
5. LIMITATION OF LIABILITY OF DSI.
DSI 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 the
execution of securities transactions for the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. As used
in this Section 5, the term "DSI" shall include directors, officers and
employees of DSI as well as DSI itself.
6. ACTIVITIES OF DSI.
The services of DSI to the Fund are not to be deemed to be exclusive,
DSI being free to render investment advisory and/or other services to others. It
is understood that Trustees and officers of the Trust and shareholders of the
Fund are or may be or may become interested in DSI as directors, officers,
employees or otherwise and that directors, officers and employees of DSI are or
may become similarly interested in the Trust or the
Fund and that DSI may be or may become interested in the Trust or the Fund as a
shareholder or otherwise.
7. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT.
This Agreement shall become effective as of the day and year first
above written, shall govern the relations between the parties hereto thereafter
and shall remain in force until January 14, 2002, on which date it will
terminate unless its continuance after January 14, 2002 is "specifically
approved at least annually" (a) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust or of DSI at a meeting
specifically called for the purpose of voting on such approval and (b) by the
Board of Trustees of the Trust or by "vote of a majority of the outstanding
voting securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by DSI, in each case on not more than 60 days' nor
less than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a
majority of the outstanding voting securities," "assignment," "affiliated
person" and "interested persons," when used in this Agreement, shall have the
respective meanings specified in, and shall be construed in a manner consistent
with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under the Act.
Each party acknowledges and agrees that all obligations of the Trust
under this Agreement are binding only with respect to the Fund; that any
liability of the Trust under this Agreement, or in connection with the
transactions contemplated herein, shall be discharged only out of the assets of
the Fund; and that no other series of the Trust shall be liable with respect to
this Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees or officers of the Trust
or holders of shares of beneficial interest of the Fund individually.
8. GOVERNING LAW.
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
DOMINI SOCIAL INVESTMENT TRUST DOMINI SOCIAL
On behalf of Domini Social Bond Fund INVESTMENTS LLC
By: Xxxxxx X. Xxxxxx By: Xxxxx X. Xxxxxx
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Title: Treasurer/Secretary Title: Managing Principal
