TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT effective as of the _____ day of ____________, 1995 by and
between DOMINI SOCIAL EQUITY FUND, a Massachusetts business trust (the
"Company"), and FUNDAMENTAL SHAREHOLDER SERVICES, INC., a New York Corporation
("FSSI").
WITNESSETH:
WHEREAS, the Company desires to appoint FSSI as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and FSSI desires to accept such appointment;
WHEREAS, FSSI is duly registered as a transfer agent as provided in
Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "1934
Act");
WHEREAS, the Company is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Company currently offers shares in one portfolio
("series"), with one class of shares.
o Domini Social Equity Fund
(such series, together with all other series subsequently established by the
Company and made subject to this Agreement in accordance with Article 17, being
herein referred to as the "Fund(s)");
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the Company and FSSI agree as follows:
ARTICLE 1. Terms of Appointment; Duties of FSSI
1.01 Subject to the terms and conditions set forth in this Agreement,
the Company on behalf of the Funds, hereby employs and appoints FSSI to act as,
and FSSI agrees to act as, transfer agent for each of the Fund(s)' authorized
and issued shares of beneficial interest ("Shares"), dividend disbursing agent
and agent in connection with any accumulation, open- account or similar plans
provided to the shareholders of the Company ("Shareholders") and set out in the
currently effective prospectus and statement of additional information, as each
may be amended from time to time (the "Prospectus") of the Fund(s), including
without limitation any periodic investment plan or periodic withdrawal program.
1.02 FSSI agrees that it will perform the following services:
(a) In connection with procedures established from time to time by
agreement between the Company and FSSI, FSSI shall:
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(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to the
custodian of the Fund(s) appointed by the Board of Trustees of the
Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance, redemption requests and redemption
directions and deliver the appropriate documentation therefor to the
Custodian;
(iv) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi)Prepare and transmit payments for dividends and distributions
declared by the Company on behalf of a Fund; and
(vii) Create and maintain all necessary records including those
specified in Article 10 hereof, in accordance with all applicable laws,
rules and regulations, including but not limited to records required by
Section 31(a) of the Investment Company Act of 1940, as amended (the
"1940 Act"), and those records pertaining to the various functions
performed by it hereunder. All records shall be available for
inspection and use by the Company. Where applicable, such records shall
be maintained by FSSI for the periods and in the places required by
Rule 31a-2 under the 1940 Act.
(viii) Make available during regular business hours all records and
other data created and maintained pursuant to this Agreement for
reasonable audit and inspection by the Company, or any person retained
by the Company. Upon reasonable notice by the Company, FSSI shall make
available during regular business hours its facilities and premises
employed in connection with the performance of its duties under this
Agreement for reasonable visitation by the Company, or any person
retained by the Company.
(ix) At the expense of the Company, FSSI shall maintain an adequate
supply of blank Share certificates for each Fund providing for the
issuance of certificates to meet FSSI's requirements therefor. Such
Share certificates shall be properly signed by facsimile. The Company
agrees that, notwithstanding the death, resignation, or removal of any
officer of the Company whose signature appears on such certificates,
FSSI may continue to countersign certificates which bear such
signatures until otherwise directed by the Company. Share certificates
may be issued and accounted for entirely by FSSI and do not require a
third party registrar or other endorsing party.
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(x) Issue replacement Share certificates in lieu of certificates which
have been lost, stolen, mutilated or destroyed, without any further
action by the Board of Trustees or any officer of the Company, upon
receipt by FSSI of properly executed affidavits and lost certificate
bonds, in form satisfactory to FSSI, with the Company and FSSI as
obligees under the bond. At the discretion of FSSI, and at its sole
risk, FSSI may issue replacement certificates without requiring the
affidavits and lost certificate bonds described above and FSSI agrees
to indemnify the Company against any and all losses or claims which may
arise by reason of the issuance of such new certificates in the place
of the ones allegedly lost, stolen or destroyed.
(xi) Record the issuance of Shares of the Fund(s) and maintain,
pursuant to Rule 17Ad-10(e) under the 1934 Act, a record of the total
number of Shares of each Fund which are authorized, based upon data
provided to it by the Company, and issued and outstanding. FSSI shall
also provide the Company on a regular basis with the total number of
Shares which are authorized and issued and outstanding and shall have
no obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to
the issuance or sale of such Shares, which functions shall be the sole
responsibility of the Company.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a) or in any Schedule hereto, FSSI shall: (i) perform all of
the customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic withdrawal program); including but
not limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, coordinating the mailing, receiving and tabulating of proxies,
coordinating the mailing of Shareholder reports (semi-annually) and prospectuses
(annually) to current Shareholders, withholding taxes on all accounts, including
nonresident alien accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required by federal authorities with respect to
dividends and distributions for all Shareholders for all purchases and
redemptions of Shares and other Shareholder correspondence, preparing and
mailing activity statements for Shareholders, and providing Shareholder account
information; and (ii) provide a system or reports which will enable the Company
to monitor the total number of Shares of each Fund sold in each State. The
Company shall identify to FSSI in writing those transaction types to be treated
as exempt from blue sky reporting. The responsibility of FSSI for a Fund's blue
sky state registration status is solely limited to the initial establishment of
transaction types subject to blue sky compliance by the Company and the
reporting of such transactions to the Company as provided above.
(c) Additionally, FSSI shall utilize a system to identify all Share
transactions which involve purchase and redemption orders that are processed at
a time other than the time of the computation of net asset value per Share next
computed after receipt of such orders, and shall compute the net effect upon the
Fund(s) of such transactions so identified on a daily and cumulative basis.
(d) FSSI may also provide such additional services and functions not
specifically
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described herein as may be mutually agreed upon between FSSI and the Company and
set forth in writing. Procedures applicable to certain of these services may be
established from time to time by agreement between the Company and FSSI.
ARTICLE 2. Sale of Company Shares
2.01 Whenever the Company shall sell or cause to be sold any Shares of a
Fund, the Company shall deliver or cause to be delivered to FSSI a document duly
specifying: (i) the name of the Fund whose Shares were sold; (ii) the number of
Shares sold, trade date, and price; (iii) the amount of money to be delivered to
the Custodian for the sale of such Shares and specifically allocated to such
Fund; and (iv) in the case of a new account, a new account application or
sufficient information to establish an account.
2.02 FSSI will, upon receipt by it of a check or other payment identified
by it as an investment in Shares of one of the Funds and drawn or endorsed to
FSSI as agent for, or identified as being for the account of, one of the Funds,
promptly deposit such check or other payment to the appropriate account and make
the appropriate postings necessary to reflect the investment. FSSI will notify
the Company, or its designee, and the Custodian of all purchases and related
account adjustments.
2.03 Under procedures as established by mutual agreement between the
Company and FSSI, FSSI shall issue to the purchaser or his or her authorized
agent such Shares, computed to the nearest three decimal places, as the
purchaser is entitled to receive, based on the appropriate net asset value of
the Fund's Shares, determined in accordance with the prospectus and applicable
Federal law or regulation. In issuing Shares to a purchaser or his or her
authorized agent, FSSI shall be entitled to rely upon the latest directions, if
any, previously received by FSSI from the purchaser or his authorized agent
concerning the delivery of such Shares.
2.04 FSSI shall not be required to issue any Shares of any Fund where it
has received a written instruction from the Company or written notification from
any appropriate federal or state authority that the sale of the Shares of the
Fund(s) in question has been suspended or discontinued, and FSSI shall be
entitled to rely upon such written instructions or written notification.
2.05 Upon the issuance of any Shares of any Fund(s) in accordance with the
foregoing provisions of this Section, FSSI shall not be responsible for the
payment of any original issue or other taxes, if any, required to be paid by the
Company in connection with such issuance.
2.06 FSSI may establish such additional rules and regulations governing the
transfer or registration of Shares as it may deem advisable and consistent with
such rules and regulations generally adopted by transfer agents, or with the
written consent of the Company, any other rules and regulations.
ARTICLE 3. Returned Checks
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3.01 In the event that any check or other order for the transfer of money
is returned unpaid for any reason, FSSI will take such steps as FSSI may, in its
discretion, deem appropriate to protect the Company from financial loss or as
the Company or its designee may instruct. Provided that the standard procedures,
as agreed upon from time to time between the Company and FSSI, are adhered to by
FSSI, FSSI shall not be liable for any loss suffered by a Fund as a result of
returned or unpaid purchase or redemption transactions. Legal or other expenses
incurred to collect amounts owed to a Fund as a consequence of returned or
unpaid purchase or redemption transactions shall be an expense of that Fund.
ARTICLE 4. Redemptions
4.01 Shares of any Fund may be redeemed in accordance with the procedures
set forth in the Prospectus of that Fund and FSSI will duly process all
redemption requests.
ARTICLE 5. Transfers and Exchanges
5.01 FSSI is authorized to review and process transfers of Shares of each
Fund, exchanges between Funds on the records of the Funds maintained by FSSI,
and exchanges between the Funds and any other entity as may be permitted by the
Prospectus of the Fund. If Shares to be transferred are represented by
outstanding certificates, FSSI will, upon surrender to it of the certificates in
proper form for transfer, and upon cancellation thereof, countersign and issue
new certificates for a like number of Shares and deliver the same. If the Shares
to be transferred are not represented by outstanding certificates, FSSI will,
upon an order therefor by or on behalf of the registered holder thereof in
proper form, credit the same to the transferee on its books. If Shares are to be
exchanged for Shares of another Fund, FSSI will process such exchange in the
same manner as a redemption and sale of Shares, except that it may in its
discretion waive requirements for information and documentation.
ARTICLE 6. Right to Seek Assurances
6.01 FSSI reserves the right to refuse to transfer or redeem Shares until
it is satisfied that the requested transfer or redemption is legally authorized,
and it shall incur no liability for the refusal, in good faith, to make
transfers or redemptions which FSSI, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis for any claims
adverse to such transfer or redemption. FSSI may, in effecting transfers, rely
upon the Uniform Commercial Code, as the same may be amended from time to time,
which in the opinion of legal counsel for the Company or of its own legal
counsel protect it in not requiring certain documents in connection with the
transfer or redemption of Shares of any Fund, and the Company shall indemnify
FSSI for any act or omission by it in reliance upon such law or opinion of legal
counsel of the Company or of its own counsel.
ARTICLE 7. Distributions
7.01 The Company will promptly notify FSSI of the declaration of any
dividend or distribution. The Company shall furnish to FSSI a resolution of the
Board of Trustees of the
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Company certified by the Secretary (a "Certificate"): (i) authorizing the
declaration of dividends on a specified basis and authorizing FSSI to rely on
oral instructions or a Certificate specifying the date and the total amount
payable on the payment date; or (ii) setting forth the date of the declaration
of any dividend or distribution by a Fund, the date of payment thereof, the
record date as of which Shareholders entitled to payment shall be determined,
and the amount payable per share to the Shareholders of record as of that date
and the total amount payable on the payment date.
7.02 The Company or FSSI, on behalf of the Company, shall instruct the
Custodian to place in a dividend disbursing account funds equal to the cash
amount of any dividend or distribution to be paid out. FSSI will calculate,
prepare and mail checks to (at the address as it appears on the records of
FSSI), or (where appropriate) credit such dividend or distribution to the
account of, Fund Shareholders, and maintain and safeguard all underlying
records.
7.03 FSSI will replace lost checks at its discretion and in conformity with
regular business practices.
7.04 FSSI will maintain all records necessary to reflect the crediting of
dividends which are reinvested in Shares of the Fund, including without
limitation daily dividends.
7.05 FSSI shall not be liable for any improper payments made in accordance
with a resolution of the Board of Trustees of the Company.
7.06 If FSSI shall not receive from the Custodian sufficient cash to make
payment to all Shareholders of the Fund as of the record date, FSSI shall, upon
notifying the Company, withhold payment to all Shareholders of record as of the
record date until sufficient cash is provided to FSSI.
ARTICLE 8. Other Duties
8.01 In addition to the duties expressly provided for herein, FSSI shall
perform such other duties and functions and shall be paid such amounts therefor
as may from time to time be agreed to in writing.
ARTICLE 9. Taxes
9.01 It is understood that FSSI shall file such information returns
concerning the payment of dividends and capital gain distributions and tax
withholding with the proper federal, state and local authorities as are required
by law to be filed by the Company and shall withhold such sums as are required
to be withheld by applicable law.
ARTICLE 10. Books and Records
10.01 FSSI shall maintain confidential records showing for each
Shareholder's account the following: (i) names, addresses and tax identification
numbers; (ii) numbers of Shares
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held; (iii) historical information (as available from prior transfer agents)
regarding the account of each Shareholder, including dividends paid and date and
price of all transactions in a Shareholder's account; (iv) any stop or
restraining order placed against a Shareholder's account; (v) information with
respect to withholdings; (vi) any capital gain or dividend reinvestment order,
plan application, dividend address and correspondence relating to the current
maintenance of a Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates; (viii) any information
required in order for FSSI to perform the calculations contemplated or required
by this Agreement; and (ix) such other information and data as may be required
by applicable law.
10.02 Any records required to be maintained by Rule 31a-1 under the 1940
Act will be preserved for the periods prescribed in Rule 31a-2 under the 1940
Act. Such records may be inspected by the Company at reasonable times. FSSI may,
at its option at any time, and shall forthwith upon the Company's demand, turn
over to the Company and cease to retain in FSSI's files, records and documents
created and maintained by FSSI in performance of its service of for its
protection. At the end of such retention periods, such documents will either be
turned over to the Company, or destroyed in accordance with the Company's
authorization.
10.03 Procedures applicable to the services to be performed hereunder may
be established from time to time by agreement between the Company and FSSI. FSSI
shall have the right to utilize any shareholder accounting and recordkeeping
system which, in its opinion, qualifies to perform any services to be performed
hereunder. FSSI shall keep records relating to the services performed hereunder,
in the form and manner as it may deem advisable.
ARTICLE 11. Fees and Expenses
11.01 For performance by FSSI pursuant to this Agreement, the Company
agrees to pay FSSI an annual maintenance fee for each Shareholder ledger as set
out in the initial fee schedule attached hereto. Such fees and out-of-pocket
expenses and advances identified under Section 11.02 below may be changed from
time to time subject to mutual agreement between the Company and FSSI.
11.02 In addition to the fee paid under Section 11.01 above, the Company
agrees to reimburse FSSI for out-of-pocket expenses or advances incurred by FSSI
for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by FSSI at the request or with the consent of the
Company including, without limitation, any equipment, supplies, or services
specifically ordered by the Company or required by the Company to be purchased,
will be reimbursed by the Fund(s).
11.03 The Company agrees to pay all fees and reimbursable expenses within
30 days following the mailing of the respective billing notice. Postage for
mailing dividends, proxies, Fund reports and other mailings to all shareholder
accounts shall be advanced to FSSI by the Company at least seven days prior to
the mailing date of such material.
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ARTICLE 12. Representations and Warranties of FSSI
FSSI represents and warrants to the Company that:
12.01 It is a corporation duly organized and existing and in good standing
under the laws of the State of New York.
12.02 It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.
12.03 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
12.04 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
ARTICLE 13. Representations and Warranties of the Company
The Company represents and warrants to FSSI that:
13.01 It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
13.02 It is empowered under applicable laws and by its charter documents
and by-laws to enter into and perform this Agreement.
13.03 All proceedings required by said charter documents and by-laws have
been taken to authorize it to enter into and perform this Agreement.
13.04 It is an open-end investment company registered under the 0000 Xxx.
13.05 A registration statement on Form N-1A (including a prospectus and
statement of additional information) under the Securities Act of 1933 and the
1940 Act is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of the Funds being offered for sale.
13.06 When Shares are hereafter issued in accordance with the terms of the
Prospectus, such Shares shall be validly issued, fully paid and nonassessable by
the Fund(s).
ARTICLE 14. Indemnification
14.01 Except as set forth in subparagraph (f) hereof, FSSI shall not be
responsible for, and the Company shall indemnify and hold FSSI harmless from and
against, any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
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(a) All actions taken or omitted to be taken by FSSI or its agents or
subcontractors in good faith in reliance on or use by FSSI or its agents or
subcontractors of information, records and documents which (i) are received by
FSSI or its agents or subcontractors from or on behalf of the Company, (ii) have
been prepared and/or maintained by the Company or any other person or firm on
behalf of the Company, and (iii) were received by FSSI or its agents or
subcontractors from a prior transfer agent.
(b) Any action taken or omitted to be taken by FSSI in connection with
its appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed.
(c) The Company's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Company's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Company hereunder.
(d) The reliance on, or the carrying out by FSSI or its agents or
subcontractors of any instructions or requests, whether written or oral, of the
Company.
(e) The offer or sale of Shares by the Company in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
(f) In addition to any other limitation provided herein, or by law,
indemnification under this Agreement shall not apply to actions or omissions of
FSSI or its directors, officers, employees, agents or subcontractors in cases of
its own gross negligence, willful misconduct, bad faith, reckless disregard of
its duties or their own duties hereunder, knowing violation of law or fraud.
14.02 FSSI shall indemnify and hold the Fund(s) harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributed to any action or failure or omission
to act by FSSI as a result of FSSI's lack of good faith, negligence, willful
misconduct, knowing violation of law or fraud.
14.03 At any time FSSI may apply to any officer of the Company for
instructions, and may consult with legal counsel for the Company with respect to
any matter arising in connection with the services to be performed by FSSI under
this Agreement, and FSSI and its agents or subcontractors shall not be liable
and shall be indemnified by the Company for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel except for a
knowing violation of law. FSSI, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf
of the Company, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents
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provided to FSSI or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the Company, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Company. FSSI, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of officers of the Company, and one proper countersignature
of any former transfer agent or registrar, or of a co-transfer agent or
co-registrar.
14.04 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, interruption of
electrical power or other utilities, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond its control,
such party shall not be liable to the other for any damages resulting from such
failure to perform or otherwise from such causes.
14.05 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any act
or failure to act hereunder as contemplated by this Agreement.
14.06 In order that the indemnification provisions contained in this
Article 14 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking the indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent, which consent shall not be unreasonably
withheld.
ARTICLE 15. Covenants of the Company and FSSI
15.01 The Company shall promptly furnish to FSSI the following:
(a) A certified copy of the resolution of the Trustees of the Company
authorizing the appointment of FSSI and the execution and delivery of this
Agreement.
(b) A copy of the charter documents and by-laws of the Company and all
amendments thereto.
(c) Copies of each resolution of the Trustees of the Company designating
authorized persons to give instructions to FSSI, and a Certificate providing
specimen signatures for such authorized persons.
(d) Certificates as to any change of any Officer or Trustee of the
Company.
(e) If applicable a specimen of the certificate representing Shares in
each Fund of the Company in the form approved by the Trustees, with a
Certificate as to such approval.
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(f) Specimens of all new certificates representing Shares, accompanied
by the Trustees' resolutions approving such forms.
(g) All account application forms and other documents relating to
Shareholder accounts or relating to any plan, program or service offered by the
Company.
(h) A list of all Shareholders of the Fund(s) with the name, address and
tax identification number of each Shareholder, and the number of Shares of the
Fund(s) held by each, certificate numbers and denominations (if any certificates
have been issued), a list of any accounts against which stops have been placed,
together with the reasons for said stops, and the number of Shares redeemed by
the Fund(s).
(i) An opinion of counsel for the Company with respect to the validity
of the issuance of the Shares and the status of the Shares under the Securities
Act of 1933.
(j) A copy of the Company's registration statement on Form N-1A as
amended and declared effective by the Securities and Exchange Commission and all
post-effective amendments thereto.
(k) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for FSSI in the proper performance of its
duties.
15.02 FSSI hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Company for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
15.03 FSSI shall keep records relating to the services performed hereunder,
in the form and manner as it may deem acceptable. To the extent required by
Section 31 of the 1940 Act and the Rules thereunder, FSSI agrees that all such
records prepared or maintained by FSSI relating to the services to be performed
by FSSI hereunder are the confidential property of the Company and will be
preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered to the Company on and in accordance with its
request.
15.04 FSSI and the Company agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation of or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.
15.05 In case of any requests or demands for the inspection of the
Shareholder records of the Company, FSSI shall notify the Company and endeavor
to secure instructions from an authorized officer of the Company as to such
inspection. FSSI reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person.
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ARTICLE 16. Term of Agreement
16.01 This Agreement shall become effective on the date hereof (the
"Effective Date") and shall continue in effect for 24 months from the Effective
Date (the "Initial Term") and from year to year thereafter with respect to each
Fund, provided that subsequent to the Initial Term, this Agreement may be
terminated by either party at any time without payment of any penalty upon 90
days written notice to the other. In the event such notice is given by the
Company, it shall be accompanied by a resolution of the Board of Trustees,
certified by the Secretary, electing to terminate this Agreement and designating
a successor transfer agent.
16.02 Should the Company exercise its right to terminate, the Company must
notify FSSI in writing via registered mail. All out-of-pocket and ancillary
expenses associated with the movement of records, data, and material will be
borne by the Company. Additionally, FSSI reserves the right to withhold records,
data, or other material pending receipt of any fees, charges or reimbursements
due from the Company.
ARTICLE 17. Additional Funds
17.01 In the event that the Company establishes one or more series of
Shares in addition to the initial series with respect to which it desires to
have FSSI render services as transfer agent under the terms hereof, it shall so
notify FSSI in writing, and if FSSI agrees in writing to provide such services,
such series of Shares shall become a Fund hereunder.
ARTICLE 18. Assignment
18.01 Except as provided in Section 18.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
18.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
18.03 FSSI may, without further consent on the part of the Company,
subcontract for the performance of any of the services to be provided hereunder
to third parties, including any affiliate of FSSI, provided that FSSI shall
remain liable hereunder for any acts or omissions of any subcontractor as if
performed by FSSI.
ARTICLE 19. Amendment
19.01 This Agreement may be amended or modified by a written agreement
executed by both parties.
ARTICLE 20. New York Law to Apply
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20.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New York.
ARTICLE 21. Merger of Agreement and Severability
21.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
21.02 In the event any provision of this Agreement shall be held
unenforceable or invalid for any reason, the remainder of this Agreement shall
remain in full force and effect.
21.03 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.
21.04 The Company agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and obligations of FSSI
hereunder, it shall advise FSSI of such proposed change at least 60 days prior
to the intended date of the same, and shall proceed with such change only if it
shall have received the written consent of FSSI thereto.
21.05 Neither party shall have any duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against any party.
ARTICLE 22. Notices
22.01 Any notice or other instrument in writing authorized or required by
this Agreement to be given to either party hereto will be sufficiently given if
addressed to such party and mailed or delivered to it at its office at the
address set forth below:
For the Company: Domini Social Equity Fund
0 Xx. Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: President
For FSSI: FUNDAMENTAL SHAREHOLDER SERVICES, INC.
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: President
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and the year first above written.
DOMINI SOCIAL EQUITY FUND
---------------------------------------
Name: Date
Title:
FUNDAMENTAL SHAREHOLDER SERVICES, INC.
---------------------------------------
Name: Xxxxx X. Xxxxxx Date
Title: President
DSI206
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