Exhibit h(5)
FORM OF
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated as of January ___, 2000 by and between
Domini Social Investment Trust (formerly, "Domini Social Equity Fund"), a
Massachusetts business trust (the "Trust"), with respect to its series, the
Domini Social Bond Fund (the "Series'), and Domini Social Investments LLC, a
Massachusetts limited liability company ("DSI" or the "Administrator").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended, and
consists of one or more series;
WHEREAS, the Trust desires to enter into this Agreement with respect to
its Series;
WHEREAS, the Trust wishes to engage DSI to provide certain oversight,
administrative and management services with resepct to its Series, and DSI is
willing to provide such oversight, administrative and management services to
the Trust with respect to its Series on the terms and conditions hereinafter
set forth; and
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 THE ADMISTRATOR. Subject to the direction and control of the
Board of Trustees of the Trust, the Administrator shall perform such oversight,
administrative and management services as may from time to time be reasonably
requested by the Trust, which shall include without limitation: (a) maintaining
office facilities (which may be in the office of DSI or an affiliate) and
furnishing clerical services necessary for maintaining the organization of the
Trust and for performing the oversight, administrative and management functions
herein set forth; (b) arranging, if desired by the Trust, for directors,
officers or employees of the Administrator to serve as Trustees, officers or
agents of the Trust if duly elected or appointed to such positions and subject
to their individual consent and to any limitations imposed by law; (c)
supervising the overall administration of the Series, including the updating of
corporate organizational documents, and the negotiation of contracts and fees
with and the monitoring and coordinating of performance and xxxxxxxx of the
Series' transfer agent, shareholder servicing agents (if any), custodian,
administrator, subadministrator (if any) and other independent contractors or
agents; (d) overseeing (with advice of the Trust's counsel) the preparation of
and, if applicable, filing all documents required for compliance by the Trust
with applicable laws and regulations (including state "blue sky" laws and
regulations) pertaining to the Series, including registration statements on
Form N-1A, prospectuses and statements of additional information, or similar
forms, as applicable, semi-annual and annual reports to shareholders and proxy
statements, and reviewing tax returns; (e) preparation of agendas and
supporting documents for and minutes of meetings of Trustees, committees of
Trustees and preparation of notices, proxy statements and minutes of meetings
of shareholders; (f) arranging for maintenance of books and records of the
Series; (g) maintaining telephone coverage to respond to shareholder inquiries
regarding matters to which this Agreement pertains to which the transfer agent
is unable to respond; (h) providing reports and assistance regarding the
Series' compliance with securities and tax laws and the Series' investment
objectives; (i) arranging for dissemination of yield and other performance
information to newspapers and tracking services; (j) arranging for and
preparing annual renewals for fidelity bond and errors and omissions insurance
coverage; (k) developing a budget for the Series, establishing the rate of
expense accruals and arranging for the payment of all fixed and management
expenses; and (l) answering questions from the general public, the media and
shareholders of the Series regarding (i) the securities holdings of the Series;
(ii) any limits in which the Series invests; (iii) the social investment
philosophy of the Series; and (iv) the proxy voting philosophy and shareholder
activism philosophy of the Series. Notwithstanding the foregoing, the
Administrator shall not be deemed to have assumed, pursuant to this Agreement,
any duties with respect to, and shall not be responsible for, the management of
the Series' assets or the rendering of investment advice and supervision with
respect thereto or the distribution of shares of the Series, nor shall the
Administrator be deemed to have assumed or have any responsibility with respect
to functions specifically assumed by any transfer agent, custodian, fund
accounting pricing agent or shareholder servicing agent of the Series.
2. ALLOCATION OF CHARGES AND EXPENSES. DSI shall pay the entire salaries
and wages of all of the Trust's Trustees, officers and agents who devote part
or all of their time to the affairs of DSI or its affiliates, and the wages and
salaries of such persons shall not be deemed to be expenses incurred by the
Trust for purposes of this Section 2. The Trust shall pay all of its operating
expenses, including but not limited to fees due the Administrator under this
Agreement, compensation of Trustees not affiliated with the Administrator,
governmental fees, including but not limited to Securities and Exchange
Commission fees and state "blue sky" fees; interest charges; taxes and related
charges; membership dues of the Trust in the Investment Company Institute and
other professional or industry associations; fees and expenses of the Trust's
independent auditors and accountants, of legal counsel and any transfer agent,
distributor, shareholder servicing agent, recordkeeper, registrar or dividend
disbursing agent of the Trust; expenses of distributing, issuing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses and statements of additional information, reports,
notices, proxy statements and reports to shareholders and governmental officers
and commissions; expenses connected with the execution, recording and
settlement of portfolio security transactions; insurance premiums; fees and
expenses of the Trust's custodian for all services to the Series, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the Series;
expenses of shareholder meetings; and expenses relating to the issuance,
registration and qualification of shares of the Series of the Trust.
3. COMPENSATION OF THE ADMISTRATOR. For the services to be rendered and
facilities to be provided by the Administrator hereunder with respect to the
Series, the Trust shall pay DSI from the assets of the Series a fee accrued
daily and payable monthly at an annual rate equal to 0.25% of the Series'
average daily net assets for the Series' then current fiscal year.
If DSI serves as the Administrator for less than the whole of any period
specified in this Section 3, the compensation to DSI, as Administrator, shall
be prorated. For purposes of computing the fees payable to the Administrator
hereunder, the value of the Series' net assets shall be computed in the manner
specified in the Trust's then-current prospectus and statement of additional
information applicable to the Series.
4. LIMITATION OF LIABILITY OF THE ADMISTRATOR. The Administrator shall not
be liable for any error of judgment or mistake of law or for any act or
omission in the oversight, administration or management of the Trust or the
performance of its duties hereunder, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of the
reckless disregard of its obligations and duties hereunder. As used in this
Section 4, the term "Administrator" shall include DSI and/or any of its
affiliates and the directors, officers and employees of DSI and/or any of its
affiliates.
5. ACTIVITIES OF THE ADMISTRATOR. The services of the Administrator to the
Trust are not to be deemed to be exclusive, DSI being free to render oversight,
administrative and/or other services to other parties. It is understood that
Trustees, officers and shareholders of the Trust are or may become interested
in the Administrator and/or any of its affiliates as directors, officers,
employees or otherwise and that directors, officers and employees of the
Administrator and/or any of its affiliates are or may become similarly
interested in the Trust and that the Administrator and/or any of its affiliates
may be or become interested in the Trust as a shareholder or otherwise.
6. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, unless terminated
as set forth in this Section 6.
This Agreement may not be altered or amended, except by an instrument in
writing and executed by both parties. This Agreement may be terminated at any
time, without the payment of any penalty, by the Board of Trustees of the
Trust, or by the Administrator, in each case on not less than 60 days' written
notice to the other party.
7. SUBCONTRACTING BY DSI. DSI may subcontract for the performance of some
or all of DSI's obligations hereunder with any one or more persons; provided,
however, that DSI shall not enter into any such subcontract with any entity
other than a subsidiary or an affiliate of DSI unless the Trustees of the Trust
shall have found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted; and provided, further, that, unless the
Trust otherwise expressly agrees in writing, DSI shall be as fully responsible
to the Trust for the acts and omissions of any subcontractor as it would be for
its own acts or omissions.
8. SEVERABILITY. If any provision of this Agreement shall become or shall
be found to be invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
9. NOTICE. Any notices under this Agreement shall be in writing addressed
and delivered personally, by telecopy or mailed postage-paid to the other party
at such address as such other party may designate in accordance with this
Section 9 for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Trust shall be 00 Xxxx 00xx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the address of DSI shall be 00 Xxxx
00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
10. MISCELLANEOUS. Each party agrees to perform such further actions and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced and interpreted in
accordance with and governed by the laws of the Commonwealth of Massachusetts
without reference to principles of conflicts of law. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
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. The
undersigned Trustee of the Trust has executed this Agreement not individually
but as a Trustee under the Trust's Declaration of Trust, dated June 7, 1989, as
amended, and the obligations of this Agreement are not binding upon any of the
Trustees or shareholders of the Trust individually but bind only the Trust
estate. The obligations of the Series shall be paid only from the assets of the
Series and shall not be enforceable against any other series of the Trust.
DOMINI SOCIAL INVESTMENT TRUST,
On Behalf of Domini Social Bond Fund
By
Name
Title
DOMINI SOCIAL INVESTMENTS LLC
By
Name
Title
