Exhibit h(5)
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated as of May 1, 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 respect 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 /s/ Xxxxxx X. Xxxxxx
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Name Xxxxxx X. Xxxxxx
Title Treasurer/Secretary
DOMINI SOCIAL INVESTMENTS LLC
By /s/ Xxxxx X. Xxxxxx
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Name Xxxxx X. Xxxxxx
Title Managing Principal
