ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of November 6, 1996, by and
between Kinder, Lydenberg, Domini & Co., Inc., a Massachusetts corporation
("KLD"), and Signature Broker-Dealer Services, Inc., a corporation ("SBDS" or
the "Administrator").
W I T N E S S E T H:
WHEREAS, KLD has entered into a Sponsorship Agreement (the "Sponsorship
Agreement") with Domini Social Index Portfolio (the "Trust"), an open-end
investment company registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act"); and
WHEREAS, as permitted by Section 7 of the Sponsorship Agreement, KLD
desires to subcontract some of the performance of its obligations thereunder to
SBDS, and SBDS desires to accept such obligations; and
WHEREAS, KLD wishes to engage SBDS to provide certain administrative
services on the terms and conditions hereinafter set forth, so long as the
Trustees of the Trust shall have found SBDS to be qualified to perform the
obligations sought to be subcontracted;
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 ADMINISTRATOR. Subject to the direction and control of
the Board of Trustees of the Trust, the Administrator shall perform such
administrative and management services as may from time to time be reasonably
requested by the Trust and agreed to between KLD and SBDS, which shall include
without limitation: (a) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Trust and for performing the
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
Trust, 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 Trust's transfer agent, custodian and other
independent contractors or agents; (d) preparing and, if applicable, filing all
documents required for compliance by the Trust with applicable laws and
regulations, including registration statements on Form N-1A or similar forms, as
applicable, and financial statements, semi-annual and annual reports to the
Trust's investors, proxy statements and reviewing (including coordinating the
preparing of, but not preparing) 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 meeting's
of investors; (f) arranging for maintenance of books and records of the Trust;
(g) providing reports and assistance regarding the Trust's compliance with
securities and tax laws and its investment objectives and restrictions; (h)
arranging for dissemination of yield and other performance information to
newspapers and tracking services; (i) arranging for and preparing annual
renewals for fidelity bond and errors and omissions insurance coverage; and (j)
developing a budget for the Trust, establishing the rate of expense accruals and
arranging for
the payment of all fixed and management expenses. Notwithstanding the foregoing,
the Administrator shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the management of the Trust's assets or
the rendering of investment advice and supervision with respect thereto or the
distribution of interests ("Shares") of the Trust, nor shall the Administrator
be deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent or custodian of the Trust.
2. ALLOCATION OF CHARGES AND EXPENSES. SBDS 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 SBDS or its affiliates, and
the wages and salaries of such persons shall not be deemed to be expenses
incurred by the Trust.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
and the facilities to be provided by the Administrator hereunder, KLD shall pay
to the Administrator an administrative fee computed and paid monthly at an
annual rate of 0.025% of the Trust's average daily net assets for its
then-current fiscal year. If SBDS serves as the Administrator for less than the
whole of any period specified in this Section 3, the compensation to SBDS, as
Administrator, shall be prorated. For purposes of computing the fees payable to
the Administrator hereunder, the value of the Trust's net assets shall be
computed in the manner specified in Part A or Part B of the Trust's then-current
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator
shall not be liable for any error of judgment or mistake of law or for any act
or omission in the 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 SBDS and/or any of its affiliates and the
Directors, officers and employees of SBDS and/or any of its affiliates.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
on behalf of the Trust are not to be deemed to be exclusive, SBDS being free to
render administrative and/or other services to other parties. It is understood
that Trustees, officers, and investors 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 an investor 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,
with respect to any series or the Trust, by KLD or by the Administrator, in each
case on not more than 60 days written notice to the other party.
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7. 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.
8. NOTICE. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid, to
the other party at such address as such other party may designate in accordance
with this paragraph for the receipt of such notice. Until further notice to the
other party, it is agreed that the address of the KLD shall be 000 Xx. Xxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000 and the address of SBDS shall be 0 Xx. Xxxxx Xxxxxx,
0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
9. 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.
KINDER, LYDENBERG, DOMINI & CO., INC.
By
Name:
Title:
SIGNATURE BROKER-DEALER SERVICES, INC.
By
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
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