INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, dated as of October 5, 1994, as amended
and restated as of October 4, 1996, by and between the DOMINI SOCIAL INDEX
PORTFOLIO, a New York trust (the "Portfolio"), and Mellon Equity Associates, a
Pennsylvania business trust whose sole beneficiary is MBC Investments, a wholly
owned subsidiary of Mellon Bank Corporation ("Mellon" or the "Manager").
WITNESSETH:
WHEREAS, the Portfolio is engaged in business as 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, the Portfolio wishes to engage the Manager to provide certain
investment advisory services, and the Manager is willing to provide such
investment advisory services to the Portfolio 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 MANAGER. The Manager shall act as investment manager to
the Portfolio and as such shall manage the assets of the Portfolio on a daily
basis, subject always to the restrictions of the Portfolio's Declaration of
Trust, dated June 7, 1989, and By-laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By-Laws"), to the provisions of the
1940 Act and to the Portfolio's then-current Registration Statement under the
0000 Xxx. Should the Board of Trustees of the Portfolio at any time, however,
make any definite determination as to investment policy 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determination has been revoked.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
Portfolio, all actions which it deems necessary to implement the investment
policies determined as provided above, except those actions to be taken by the
Portfolio's investment adviser pursuant to the Investment Advisory Agreement
dated May 1, 1990 by and between the Portfolio and Kinder, Lydenberg, Domini &
Co., Inc, (the "Adviser"), and in particular to place all orders for the
purchase or sale of securities for the Portfolio's account with brokers or
dealers selected by it, and to that end the Manager is authorized as the agent
of the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Manager is directed to seek for the Portfolio in its best
judgment, prompt execution in an effective manner at the most favorable price.
Subject to this requirement of seeking the most favorable price, securities may
be bought from or sold to broker-dealers who have furnished statistical,
research and other information or services to the Manager or the
Portfolio, subject to any applicable laws, rules and regulations. In making
purchases or sales of securities or other property for the account of the
Portfolio the Manager may deal with itself or with the Trustees of the Portfolio
or the Fund's exclusive placement agent, to the extent such actions are
permitted by the 1940 Act.
2. ALLOCATION OF CHARGES AND EXPENSES. The Manager shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 1 above. It is understood that the Portfolio
will pay all of its own expenses including, without limitation, compensation of
Trustees not "affiliated" with the Manager, governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Portfolio; fees and expenses of independent auditors, of legal counsel and of
any transfer agent, administrator, registrar or disbursing agent of the
Portfolio; fees of the Adviser, expenses of preparing, printing and mailing
reports, notices, proxy statements and reports to governmental officers and
commissions and to investors in the Portfolio; expenses connected with the
execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Portfolio,
including safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of the Portfolio; and
expenses of meetings of the Portfolio's investors.
3. COMPENSATION OF THE MANAGER. For the services to be rendered, the
Portfolio shall pay to the Manager an investment advisory fee computed and paid
monthly at an annual rate equal to 0.10% of the Portfolio's average daily net
assets for its then-current fiscal year. If Mellon serves as Manager for less
than the whole of any period specified in this Section 3, the compensation to
Mellon, as Manager, shall be prorated.
4. COVENANTS OF THE MANAGER. The Manager agrees that it will not deal
with itself, or with the Trustees of the Portfolio or the Portfolio's exclusive
placement agent or the investment adviser as principals in making purchases or
sales of securities or other property for the account of the Portfolio, except
as permitted by the 1940 Act, and will comply with all other provisions of the
Portfolio's Declaration and By-Laws and the then-current Registration Statement
of the Portfolio under the 1940 Act relative to the Manager and its Directors
and officers.
5. LIMITATION OF LIABILITY OF THE MANAGER. The Manager 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 security
transactions for the Portfolio, except for wilful 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 "Manager" shall include Directors, officers and employees of the
Manager as well as the company itself.
Federal and state securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore nothing herein
shall in any why constitute a waiver or limitation of any rights which the
undersigned may have under any applicable laws.
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6. ACTIVITIES OF THE MANAGER. The services of the Manager to the
Portfolio are not to be deemed to be exclusive, Mellon being free to render
investment advisory and/or other services to others. It is understood that
Trustees and officers of, and investors in the Portfolio are or may be or may
become interested in the Manager, as Directors, officers, employees, or
otherwise and that Directors, officers and employees of the Manager are or may
become similarly interested in the Portfolio and that the Manager may be or may
become interested in the Portfolio as an investor or otherwise.
7. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT. This
Agreement shall become effective as of November 21, 1994 and shall remain in
effect for a period of not more than 120 days unless approved by the investors
in the Portfolio, as provided pursuant to Rule 15a- 4 under the 1940 Act.
Thereafter, and unless sooner terminated as provided herein, this Agreement
shall govern the relations between the parties hereto, and shall remain in force
until October 5, 1996, on which date it will terminate unless its continuance
after October 5, 1996 is "specifically approved at least annually" (a) by the
vote of a majority of the Trustees of the Portfolio who are not "interested
persons" of the Portfolio or of the Manager at a meeting specifically called for
the purpose of voting on such approval, and (b) by the Board of Trustees of the
Portfolio or by "vote of a majority of the outstanding voting securities" of the
Portfolio.
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 Portfolio, or by the Manager, 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 Portfolio.
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 said Act.
8. AGREEMENT. No assignment of this Agreement shall be made by the
Manager without the consent of the Portfolio
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IN WITNESS WHEREOF, the parties thereto 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 INDEX PORTFOLIO
By
Xxx X. Xxxxxx
XXXXXX EQUITY ASSOCIATES
By
Xxxxxxx X. Xxxxxx
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