Exhibit g(3)
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, effective as of September 1, 2003, by and among
DOMINI SOCIAL INVESTMENT TRUST (f/k/a Domini Social Index Trust), a
Massachusetts business trust (the "Fund") and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company ("Investors Bank").
WHEREAS the Fund and Investors Bank entered into Custody Agreement dated
June 3, 1993 as amended from time to time (the "Custodian Agreement") and
WHEREAS, the Fund and Investors Bank desire to amend the Custodian
Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendments.
(a) Section 13(a) of the Custodian Agreement is hereby amended by deleting
such Section 13(a) in its entirety and by inserting in lieu thereof, the
following:
"This Agreement shall remain in effect until September 30, 2008 (the
"Initial Term"), unless earlier terminated as provided herein. After
the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive three-year terms (each a "Renewal
Term") unless notice of non-renewal is delivered by the non-renewing
party to the other party no later than one-hundred-twenty (120) days
prior to the expiration of the Initial Term of 5 years; or any Renewal
Term, as the case may be.
Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the
other party violates any material provision of this Agreement,
provided that the non-violating party gives written notice of such
violation to the violating party and the violating party does not cure
such violation within 90 days of receipt of such notice."
(b) The Agreement is amended by deleting the last lead-in paragraph of
Section 6.B. (beginning with the phrase "The Bank will execute") in its
entirety and inserting in lieu thereof, the following:
"Neither the Bank nor any nominee of the Bank will vote any of the
Portfolio Securities held hereunder, except in accordance with Proper
Instructions or an Officer's Certificate. The Bank will execute and
deliver, or cause to be executed and delivered, to the Fund all
notices, proxies and proxy soliciting materials with respect to such
Portfolio Securities, such proxies to be executed by the registered
holder of such Portfolio Securities (if registered otherwise than in
the name of the Fund), but without indicating the manner in which such
proxies are to be voted.
If at any time the Bank is notified that an issuer of any Portfolio
Security has taken or intends to take a corporate action (a "Corporate
Action") that affects the rights, privileges, powers, preferences,
qualifications or ownership of a Portfolio Security, including without
limitation, liquidation, consolidation, merger, recapitalization,
reorganization, reclassification, subdivision, combination, stock
split or stock dividend, which Corporate Action requires an
affirmative response or action on the part of the holder of such
Portfolio Security (a "Response"), the Bank shall notify the Fund
promptly of the Corporate Action, the Response required in connection
with the Corporate Action and the Bank's deadline for receipt from the
Fund of Proper Instructions regarding the Response (the "Response
Deadline"). The Bank shall forward to the Fund via telecopier and/or
overnight courier all notices, information statements or other
materials relating to the Corporate Action promptly after receipt of
such materials by the Bank.
(a) The Bank shall act upon a required Response only
after receipt by the Bank of Proper Instructions from the
Fund no later than 5:00 p.m. on the date specified as the
Response Deadline and only if the Bank (or its agent or
subcustodian hereunder) has actual possession of all
necessary Securities, consents and other materials no later
than 5:00 p.m. on the date specified as the Response
Deadline.
(b) The Bank shall have no duty to act upon a required
Response if Proper Instructions relating to such Response
and all necessary Securities, consents and other materials
are not received by and in the possession of the Bank no
later than 5:00 p.m. on the date specified as the Response
Deadline. Notwithstanding, the Bank may, in its sole
discretion, use its best efforts to act upon a Response for
which Proper Instructions and/or necessary Securities,
consents or other materials are received by the Bank after
5:00 p.m. on the date specified as the Response Deadline,
it being acknowledged and agreed by the parties that any
undertaking by the Bank to use its best efforts in such
circumstances shall in no way create any duty upon the Bank
to complete such Response prior to its expiration.
(c) In the event that the Fund notifies the Bank of a
Corporate Action requiring a Response and the Bank has
received no other notice; of such Corporate Action, the
Response Deadline shall be 48 hours prior to the Response
expiration time set by the depository processing such
Corporate Action.
(d) In connection with any action to be taken with
respect to the Foreign Portfolio Securities held hereunder,
including, without limitation, the exercise of any voting
rights, subscription rights, redemption rights, exchange
rights, conversion rights or tender rights, or any other
action in connection with any other right, interest or
privilege with respect to such Securities (collectively,
the "Rights"), the Bank shall promptly transmit to the Fund
such information in connection therewith as is made
available to the Bank by the Eligible Foreign Custodian,
and shall promptly forward to the applicable Eligible
Foreign Custodian any instructions, forms or certifications
with respect to such Rights, and any instructions relating
to the actions to be taken in connection therewith, as the
Bank shall receive from the Fund pursuant to Proper
Instructions. Notwithstanding the foregoing, the Bank shall
have no further duty or obligation with respect to such
Rights, including, without limitation, the determination of
whether the Fund is entitled to participate in such Rights
under applicable U.S. and foreign laws, or the
determination of whether any action proposed to be taken
with respect to such Rights by the Fund or by the
applicable Eligible Foreign Custodian will comply with all
applicable terms and conditions of any such Rights or any
applicable laws or regulations, or market practices within
the market in which such action is to be taken or omitted."
2. Miscellaneous.
(a) Except as amended hereby, the Custodian Agreement shall remain in
full force and effect.
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(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Managing Director
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DOMINI SOCIAL INVESTMENT TRUST
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Treasurer
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