Exhibit d(1)
FORM OF MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of ________ __, 2000, by and between Domini
Social Investment Trust, a Massachusetts business trust (the "Trust"), and
Domini Social Investments LLC, a Massachusetts limited liability company ("DSI"
or the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, in each case as amended and in effect from time to time, the "1940
Act"); and
WHEREAS, the Trust wishes to engage DSI to provide certain investment
advisory services for the series of the Trust designated as Domini Social Bond
Fund (the "Fund"), and DSI is willing to provide such investment advisory
services for the Fund on the terms and conditions hereinafter set forth.
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 DSI.
DSI shall act as the Manager for the Fund and as such shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Fund shall be held uninvested, subject always to the restrictions of the
Trust's Declaration of Trust, dated June 7, 1989, and By-laws, as each may be
amended and restated from time to time (respectively, the "Declaration" and the
"By-Laws"), the provisions of the 1940 Act, and the then-current registration
statement of the Trust with respect to the Fund. The Manager shall also make
recommendations as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the Trust's portfolio
securities shall be exercised. Should the Board of Trustees of the Trust at any
time, however, make any definite determination as to investment policy
applicable to the Fund and notify the Manager thereof in writing, the Manager
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked.
The Manager shall take, on behalf of the Fund, all actions which it deems
necessary to implement the investment policies determined as provided above
and, in particular, to place all orders for the purchase or sale of securities
for the Fund's account with the brokers or dealers selected by it, and to that
end the Manager is authorized as the agent of the Trust to give instructions to
the custodian or any subcustodian of the Fund as to deliveries of securities
and payments of cash for the account of the Fund. In connection with the
selection of such brokers or dealers and the placing of such orders, brokers or
dealers may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) to the Fund and/or the other accounts over which the Manager, any
subadviser, submanager or respective "affiliated person" thereof exercises
investment discretion. The Manager is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Manager determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Manager and any "affiliated person" of the Manager have with respect
to accounts over which they exercise investment discretion. The Trustees of the
Trust shall periodically review the commissions paid by the Fund to determine
if the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Fund. In making purchases or sales of
securities or other property for the account of the Fund, the Manager may deal
with itself or with the Trustees of the Trust or the Trust's underwriter or
distributor to the extent such actions are permitted by the 1940 Act. In
providing the services and assuming the obligations set forth herein, the
Manager may, subject to the requirements of the 1940 Act or any exemptive order
granted thereunder, employ at its own expense, or may request that the Trust
employ at the Fund's expense, one or more subadvisers or submanagers; provided
that in each case the Manager shall supervise the activities of each subadviser
or submanager. Any agreement between the Manager and a subadviser or submanager
shall be subject to the renewal, termination and amendment provisions
applicable to this Agreement. Any agreement by the Trust on behalf of the Fund
and a subadviser or submanager may be terminated by the Manager at any time on
not more than 60 days' nor less than 30 days' written notice to the Trust and
the subadviser or submanager, as applicable.
2. ALLOCATION OF CHARGES AND EXPENSES.
DSI shall furnish at its own expense all necessary services, facilities
and personnel in connection with its responsibilities under Section 1 above.
Except as provided in the foregoing sentence, it is understood that the Trust
will pay all of its own expenses including, without limitation, organization
costs of the Trust; compensation of Trustees who are not "interested persons"
of the Trust; governmental fees, including but not limited to Securities and
Exchange Commission fees and state "blue sky" fees, if any; interest expense;
loan commitment fees; taxes; brokerage fees and commissions; membership dues in
industry and professional associations; fees and expenses of auditors and
accountants, legal counsel and any transfer agent, distributor, shareholder
servicing agent, recordkeeper, registrar or dividend disbursing agent of the
Trust; expenses relating to the issuance and redemption of shares of beneficial
interest of the Fund and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to shareholders of the Fund; expenses
connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses connected with maintaining the Trust's existence as a
Massachusetts business trust; expenses of meetings of the Fund's shareholders;
and such non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Trust on behalf of the
Fund may be party and the legal obligation which the Trust may have to
indemnify its Trustees and officers with respect thereto.
3. COMPENSATION OF DSI.
For the services to be rendered and facilities provided by DSI hereunder
for the benefit of the Fund, the Trust will pay DSI from the assets of the Fund
an advisory fee accrued daily and payable monthly at an annual rate equal to
0.40% of the Fund's average daily net assets for the Fund's then current fiscal
year. The Manager shall pay any applicable fees to any subadviser(s) or
submanager(s) on the Fund's behalf. If DSI provides services hereunder for less
than the whole of any period specified in this Section 3, the compensation to
DSI shall be accordingly adjusted and prorated.
4. COVENANTS OF DSI.
DSI agrees that it will not deal with itself, or with the Trustees of the
Trust or the Trust's principal underwriter or distributor, if any, as
principals in making purchases or sales of securities or other property, except
as permitted by the 1940 Act, will not take a long or short position in shares
of beneficial interest of the Fund, except as permitted by the Declaration, and
will comply with all other provisions of the Declaration and By-Laws and the
then-current registration statement of the Trust applicable to the Fund
relative to DSI and its directors and officers.
5. LIMITATION OF LIABILITY OF DSI.
DSI shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission in the
execution of securities transactions for the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term "DSI" shall include directors, officers and
employees of DSI as well as DSI itself.
6. ACTIVITIES OF DSI.
The services of DSI to the Fund are not to be deemed to be exclusive, DSI
being free to render investment advisory and/or other services to others. It is
understood that Trustees and officers of the Trust and shareholders of the Fund
are or may be or may become interested in DSI as directors, officers, employees
or otherwise and that directors, officers and employees of DSI are or may
become similarly interested in the Trust or the Fund and that DSI may be or may
become interested in the Trust or the Fund as a shareholder or otherwise.
7. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT.
This Agreement shall become effective as of the day and year first above
written, shall govern the relations between the parties hereto thereafter and
shall remain in force until January 14, 2002, on which date it will terminate
unless its continuance after January 14, 2002 is "specifically approved at
least annually" (a) by the vote of a majority of the Trustees of the Trust who
are not "interested persons" of the Trust or of DSI at a meeting specifically
called for the purpose of voting on such approval and (b) by the Board of
Trustees of the Trust or by "vote of a majority of the outstanding voting
securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by DSI, in each case on not more than 60 days' nor
less than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a majority
of the outstanding voting securities," "assignment," "affiliated person" and
"interested persons," when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the Act.
Each party acknowledges and agrees that all obligations of the Trust under
this Agreement are binding only with respect to the Fund; that any liability of
the Trust under this Agreement, or in connection with the transactions
contemplated herein, shall be discharged only out of the assets of the Fund;
and that no other series of the Trust shall be liable with respect to this
Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees or officers of the
Trust or holders of shares of beneficial interest of the Fund individually.
8. GOVERNING LAW.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
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.
DOMINI SOCIAL INVESTMENT TRUST DOMINI SOCIAL
On behalf of Domini Social Bond Fund INVESTMENTS LLC
By: By:
Title: Title:
