Exhibit h(2)
, dated as of February 4, 2005, by and between
Domini Advisor Trust, a Massachusetts business trust (the "Trust"), and Domini
Social Investments LLC, a Massachusetts limited liability company ("Domini" or
the "Sponsor").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended, and
consists of one or more series; and
WHEREAS, the Trust desires to enter into this Agreement with respect to
its current and future series; and
WHEREAS, the Trust wishes to engage Domini to provide certain
oversight, administrative and management services, and Domini is willing to
provide such oversight, administrative and management services to the Trust 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 the Sponsor. Subject to the direction and control of the
Board of Trustees of the Trust, the Sponsor shall perform such oversight,
administrative and management services as may from time to time be reasonably
requested by the Trust, which shall include without limitation: (a) maintaining
office facilities (which may be in the office of Domini or an affiliate) and
furnishing clerical services necessary for maintaining the organization of the
Trust and for performing the oversight, administrative and management functions
herein set forth; (b) arranging, if desired by the Trust, for directors,
officers or employees of the Sponsor 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, shareholder servicing agents (if any), custodian, administrator,
subadministrator (if any) and other independent contractors or agents; (d)
overseeing (with advice of the Trust's counsel) the preparation of and, if
applicable, filing all documents required for compliance by the Trust with
applicable laws and regulations (including state "blue sky" laws and
regulations), including registration statements on Form N-1A, prospectuses and
statements of additional information, or similar forms, as applicable,
semi-annual and annual reports to shareholders and proxy statements, and
reviewing 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 meetings of shareholders; (f) arranging
for maintenance of books and records of the Trust; (g) maintaining telephone
coverage to respond to shareholder inquiries regarding matters to which this
Agreement pertains to which the transfer agent is unable to respond; (h)
providing
reports and assistance regarding each series' compliance with securities and tax
laws and each series' investment objectives; (i) arranging for dissemination of
yield and other performance information to newspapers and tracking services; (j)
arranging for and preparing annual renewals for fidelity bond and errors and
omissions insurance coverage; (k) developing a budget for the Trust,
establishing the rate of expense accruals and arranging for the payment of all
fixed and management expenses; and (l) answering questions from the general
public, the media and investors in the Trust regarding (i) the securities
holdings of the Trust; (ii) any limits in which the Trust invests; (iii) the
social investment philosophy of the Trust; and (iv) the proxy voting philosophy
and shareholder activism philosophy of the Trust. Notwithstanding the foregoing,
the Sponsor shall not be deemed to have assumed, pursuant to this Agreement, 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 shares of any series, nor shall the
Sponsor be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent, custodian, fund accounting
pricing agent or shareholder servicing agent of the Trust.
2. Allocation of Charges and Expenses. Domini 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 Domini or its affiliates, and
the wages and salaries of such persons shall not be deemed to be expenses
incurred by the Trust for purposes of this Section 2. The Trust shall pay all of
its operating expenses, including but not limited to fees due the Sponsor under
this Agreement, compensation of Trustees not affiliated with the Sponsor,
governmental fees, including but not limited to Securities and Exchange
Commission fees and state "blue sky" fees; interest charges; taxes and related
charges; membership dues of the Trust in the Investment Company Institute and
other professional or industry associations; fees and expenses of the Trust's
independent auditors and accountants, of legal counsel and any transfer agent,
distributor, shareholder servicing agent, recordkeeper, registrar or dividend
disbursing agent of the Trust; expenses of distributing, issuing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses and statements of additional information, reports, notices,
proxy statements and reports to shareholders and governmental officers and
commissions; expenses connected with the execution, recording and settlement of
portfolio security transactions; insurance premiums; fees and expenses of the
Trust's custodian for all services to the Trust, including safekeeping of funds
and securities and maintaining required books and accounts; expenses of
calculating the net asset value of shares of the Trust; expenses of shareholder
meetings; and expenses relating to the issuance, registration and qualification
of shares of any series of the Trust.
3. Compensation of the Sponsor. For the services to be rendered and
facilities to be provided by the Sponsor hereunder, the Trust shall pay Domini a
fee accrued daily and payable monthly at an annual rate equal to 0.50% of the
Trust's average daily net assets for the Trust's then current fiscal year. If
Domini serves as the Sponsor for less than the whole of any period specified in
this Section 3, the compensation to Domini, as Sponsor, shall be prorated. For
purposes of computing the fees payable to the Sponsor hereunder, the value of
the Trust's net assets shall be computed in the manner specified in the Trust's
then-current prospectus and statement of additional information.
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4. Limitation of Liability of the Sponsor. The Sponsor shall not be
liable for any error of judgment or mistake of law or for any act or omission in
the oversight, 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 "Sponsor" shall include Domini and/or any of its affiliates and the
directors, officers and employees of Domini and/or any of its affiliates.
5. Activities of the Sponsor. The services of the Sponsor to the Trust
are not to be deemed to be exclusive, Domini being free to render oversight,
administrative and/or other services to other parties. It is understood that
Trustees, officers and shareholders of the Trust are or may become interested in
the Sponsor and/or any of its affiliates as directors, officers, employees or
otherwise and that directors, officers and employees of the Sponsor and/or any
of its affiliates are or may become similarly interested in the Trust and that
the Sponsor and/or any of its affiliates may be or become interested in the
Trust as a shareholder 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 the Board of Trustees of the Trust, or by the Sponsor, in each case on
not less than 60 days' written notice to the other party.
7. Subcontracting by Domini. Domini may subcontract for the performance
of some or all of Domini's obligations hereunder with any one or more persons;
provided, however, that Domini shall not enter into any such subcontract unless
the Trustees of the Trust shall have found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted; and provided,
further, that, unless the Trust otherwise expressly agrees in writing, Domini
shall be as fully responsible to the Trust for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
8. 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.
9. Notice. Any notices under this Agreement shall be in writing
addressed and delivered personally, by telecopy or mailed postage-paid to the
other party at such address as such other party may designate in accordance with
this Section 9 for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Trust shall be 000 Xxxxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the address of Domini shall be 000
Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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10. 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. The
undersigned Trustee of the Trust has executed this Agreement not individually
but as a Trustee under the Trust's Declaration of Trust, dated October 6, 2004,
as amended, and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Trust individually but bind only the Trust
estate.
DOMINI ADVISOR TRUST
By: /s/ Xxx X. Xxxxxx
---------------------------------
Xxx X. Xxxxxx
Trustee
DOMINI SOCIAL INVESTMENTS LLC
By: /s/ Xxx X. Xxxxxx
---------------------------------
Xxx X. Xxxxxx
Chief Executive Officer
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