Exhibit g(2)
AMENDMENT AGREEMENT
Amendment AGREEMENT, effective as of September 1, 2003, by and among
DOMINI SOCIAL INDEX PORTFOLIO, 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 a Custody Agreement dated
June 6, 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 July 31, 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.
[Remainder of Page Intentionally Left Blank]
(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 INDEX PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Treasurer
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