Exhibit d(3)
SUBMANAGEMENT AGREEMENT
SUBMANAGEMENT AGREEMENT, dated as of September 1, 2005, by and between
Domini Social Investments LLC, a Massachusetts limited liability company
("Domini" or the "Manager"), and Wellington Management Company, LLP
("Wellington" or the "Submanager").
WITNESSETH:
WHEREAS, the Domini Social Trust (the "Master 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, the "1940 Act"); and
WHEREAS, Domini has entered into a Management Agreement (the "Management
Agreement") with the Master Trust wherein Domini has agreed to serve as Manager
to the series of the Master Trust designated as the Domini European Social
Equity Trust (the "Master Fund"); and
WHEREAS, Domini desires to retain the Submanager to furnish it with
portfolio investment advisory services in connection with Domini's investment
advisory activities on behalf of the Master Fund, and the Submanager is willing
to furnish such services to Domini;
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. APPOINTMENT OF WELLINGTON.
In accordance with and subject to the Management Agreement between the
Master Trust and the Manager with respect to the Master Fund, the Manager
hereby retains Wellington to act as the Submanager for the Master Fund for the
period and on the terms set forth in this Agreement. The Submanager accepts
such appointment and agrees to provide an investment program for the Master
Fund in accordance with the terms of this Agreement and applicable law and for
the compensation provided by this Agreement.
The Submanager is hereby authorized to engage any of its affiliates to
provide the Submanager with investment management or advisory and related
services with respect to the Submanager performing its obligations under this
Agreement. The Submanager shall remain liable to the Manager for performance of
the Submanager's obligations under this Agreement, and for the acts and
omissions of such affiliates and the Manager shall not be responsible for any
fees which any affiliate may charge to the Submanager in connection with such
services.
2. DUTIES OF THE SUBMANAGER.
The Submanager is hereby employed and authorized to select portfolio
securities for investment by the portion of the assets of the Master Fund as
the Manager may designate from time to time (the "Master Fund Account"), to
determine to purchase and sell securities of the Master Fund Account, and upon
making any purchase or sale decision, to place orders for the execution of such
portfolio transactions in accordance with this Agreement. Notwithstanding any
provision of this Agreement, the Manager shall retain all rights and ultimate
responsibilities to withdraw assets from the Master Fund Account and to
supervise and, in its discretion, conduct investment activities relating to the
Master Fund.
The Submanager 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 Master Fund Account shall be
held uninvested, subject always to the restrictions of the Master Trust's
Second Amended and Restated Declaration of Trust, dated June 7, 1989, as last
amended and restated as of May 15, 2001, and By-laws, as each may be amended
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
Master Trust with respect to the Master Fund. Should the Board of Trustees of
the Master Trust or the Manager at any time, however, make any definite
determination as to an investment policy applicable to the Master Fund and the
Manager notifies the Submanager thereof in writing, the Submanager 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 Submanager shall take, on behalf of the Master 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 Master Fund Account with the brokers or dealers selected by
it, and to that end the Submanager is authorized as the agent of the Master
Fund to give instructions to the custodian or any subcustodian of the Master
Fund as to deliveries of securities and payments of cash for the Master Fund
Account. In connection with the selection of such brokers or dealers and the
placing of such orders, and subject to the primary objective of obtaining the
best available prices and execution, 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 Master Fund and/or
the other accounts over which the Submanager, the Manager or a respective
"affiliated person" thereof exercises investment discretion. The Submanager
shall not be obligated to solicit competitive bids for each transaction it
enters into on behalf of the Master Fund and is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Master Fund which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Submanager 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 Submanager, the Manager and any "affiliated person" thereof have with
respect to accounts over which they exercise investment discretion
notwithstanding the fact that the Master Fund may not be the direct or
exclusive beneficiary of any such services. In making purchases or sales of
securities or other property for the Master Fund Account, the Submanager may
deal with itself or with the Trustees of the Master Trust or the Master Fund's
underwriter or distributor to the extent such actions are permitted by the 1940
Act. The Board of Trustees of the Master Trust, in its discretion, may instruct
the Submanager to effect all or a portion of its securities transactions with
one or more brokers and/or dealers selected by the Board of Trustees if it
determines that the use of such brokers and/or dealers is in the best interest
of the Master Fund.
The Submanager shall not be responsible for filing class action proofs of
claim on behalf of the Master Fund.
3. DUTIES OF THE MANAGER.
The Manager shall, in accordance with the terms of the Management
Agreement, assume responsibility for voting the proxies of the securities held
by the Master Fund.
The Manager shall screen the securities submitted to it by the Submanager
according to the social and environmental criteria developed for the Master
Fund by the Manager. The Manager will screen such securities at least monthly.
The Manager shall notify the Submanager of the results of each screening via
email, telecopy or mail to the addresses the Submanager shall furnish in
writing to the Manager from time to time.
Any such notice shall be deemed to have been duly given or made and to have
become effective (i) if delivered by hand, overnight courier, email or telecopy
to the person identified above (or to such other person as the Submanager shall
have identified to the Manager in writing), at the time of the receipt thereof
by such person and (ii) if sent by registered or certified first-class mail,
postage prepaid, on the third business day following the mailing thereof.
The Submanager shall not purchase any securities for the Master Fund that
do not meet the social and environmental criteria applied by the Manager. If
the Manager at any time determines that a security in which the Master Fund is
invested does not meet such social and environmental criteria, the Manager
shall so notify the Submanager in accordance with the notification procedures
outlined above and the Submanager shall, within ninety (90) days of the receipt
of such notification, sell such security from the Master Fund Account. The
Submanager shall not be responsible for compliance with any notice provided by
the Manager under this Section 3 if such notice is not delivered by the Manager
and receipt is acknowledged by the Submanager in accordance with the provisions
of this Section 3.
4. ALLOCATION OF CHARGES AND EXPENSES.
The Submanager shall furnish at its own expense all necessary services,
facilities and personnel in connection with its responsibilities under Section
2 above. Except as provided in the foregoing sentence, it is understood that
the Master Trust will pay all of its own expenses and the expenses allocated to
the Master Fund including, without limitation, organization costs of the Master
Fund; compensation of Trustees who are not "interested persons" of the Master
Trust; governmental fees; interest charges; loan commitment fees; taxes;
membership dues in industry associations allocable to the Master Fund; fees and
expenses of independent auditors, legal counsel and any transfer agent,
distributor, registrar or dividend disbursing agent of the Master Fund;
expenses relating to the issuance and redemption of beneficial interests in the
Master Fund and servicing investor accounts; expenses of preparing,
typesetting, printing and mailing investor reports, notices, proxy statements
and reports to governmental officers and commissions and to investors in the
Master 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 Master Fund, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of the Master Fund (including but not limited to the fees
of independent pricing services; expenses of meetings of the Master Fund's
investors; and such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Master
Trust on behalf of the Master Fund may be a party and the legal obligation
which the Master Trust may have to indemnify its Trustees and officers with
respect thereto.
5. COMPENSATION OF THE SUBMANAGER.
For the services to be rendered by the Submanager hereunder, the Manager
shall pay to the Submanager a fee computed as specified in the Schedule A which
is attached hereto and made a part of this Agreement. Such compensation shall
be paid to the Submanager at the end of each month, and calculated by applying
a daily rate, based on the annual percentage rates as specified in the attached
Schedule A, to the assets. The fee calculation shall be based on the Master
Fund's average daily net assets for the month involved. If Wellington serves as
Submanager for less than the whole of any period specified in this Section 4,
the compensation to Wellington, as Submanager, shall be prorated.
6. COVENANTS OF THE SUBMANAGER.
The Submanager agrees that it will not deal with itself, or with the
Trustees of the Master Trust or the Master Fund'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, and will comply with
all provisions of the Declaration and By-Laws and the then-current registration
statement of the Master Trust applicable to the Master Fund. The Submanager
shall not act as custodian for the Master Fund or take possession of any assets
thereof.
7. LIMITATION OF LIABILITY OF THE SUBMANAGER.
The Submanager 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 Master 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 6, the term "Submanager" shall include
directors, officers and employees of the Submanager as well as the Submanager
itself. The Master Trust is expressly made a third party beneficiary of this
Agreement and may enforce any obligations of the Submanager under this
Agreement and recover directly from the Submanager for any liability the
Submanager may have hereunder.
8. ACTIVITIES OF THE SUBMANAGER.
The services of the Submanager to the Master Fund are not to be deemed to
be exclusive, the Submanager and its affiliates being free to render investment
advisory, administrative and/or other services to others ("Affiliated
Accounts"). The Manager agrees that the Submanager or its affiliates may give
advice or exercise investment responsibility and take such other action with
respect to other Affiliated Accounts which may differ from advice given or the
timing or nature of action taken with respect to the Master Fund Account,
provided that the Submanager acts in good faith, and provided, further, that it
is the Submanager's policy to allocate, within its reasonable discretion and
consistent with its fiduciary obligations to the Master Fund and the Affiliated
Accounts, investment opportunities to the Master Fund Account over a period of
time on a fair and equitable basis relative to the Affiliated Accounts, taking
into account the investment objectives and policies of the Master Fund Account
and any specific investment restrictions or other factors applicable thereto.
The Manager acknowledges that as permitted by applicable law one or more of the
Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose
of or otherwise deal with positions in investments in which the Master Fund
Account may have an interest from time to time, whether in transactions which
may involve the Master Fund Account or otherwise. The Submanager shall have no
obligation to acquire for the Master Fund Account a position in any investment
which any Affiliated Account may acquire, and the Manager shall have no first
refusal, coinvestment or other rights in respect of any such investment, either
for the Master Fund Account or otherwise. It is understood that Trustees and
officers of the Master Trust and investors of the Master Fund or the Manager
are or may be or may become interested in the Submanager as directors,
officers, employees or otherwise and that directors, officers and employees of
the Submanager are or may become similarly interested in the Master Trust or
the Master Fund or the Manager and that the Submanager may be or may become
interested in the Master Trust or the Master Fund as an investor or otherwise.
9. CONFIDENTIAL RELATIONSHIP.
All information and recommendations furnished by the Submanager shall be
regarded as confidential and for use only by the Manager or such persons as the
Manager may designate, and only in connection with the management of the Master
Fund. The Submanager shall regard as confidential all information furnished to
it hereunder concerning the affairs of the Master Fund and the Manager. All
confidential information provided by a party hereto shall be used by the other
party hereto solely for the purpose of rendering or obtaining services pursuant
to this Agreement and, except as may be required in carrying out this
Agreement, shall not be disclosed to any third party without the prior written
consent of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or thereafter becomes
publicly available other than through a breach of this Agreement, known to the
receiving party prior to entering into this Agreement, is received from some
other source not a party to this Agreement, or is required to be disclosed by
or to any regulatory authority, any auditor of the parties hereto, or by
judicial or administrative process or otherwise by applicable law.
10. RECEIPT OF DISCLOSURE DOCUMENT.
The Manager acknowledges that it has received a copy of the Submanager's
disclosure document under Rule 204-3 of the Investment Advisers Act of 1940 at
least 48 hours prior to entering into this Agreement.
11. REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants that: (a) the person(s) executing this
Agreement on behalf of the party has full power and authority to execute this
Agreement on behalf of the party and (b) the party's execution, delivery and
performance of this Agreement will be binding upon the party in accordance with
the terms hereof, and will not violate any obligations by which the party is
bound, whether arising by contract, operation of law or otherwise. The Manager
represents, warrants and agrees that it will deliver to the Submanager a true
and complete copy of the Master Fund's current registration statement as
effective from time to time and such other documents or instruments governing
the investments of the Master Fund Account.
12. USE OF NAMES.
Neither party shall use the name, trademark or trade name of the other
party or any of its affiliates or refer to the existence of this Agreement in
any advertising, promotional or other material, whether in written, electronic
or other form, distributed to any unaffiliated third party without obtaining
specific prior written approval of the non-disclosing party; provided, that
such consent shall not be unreasonably withheld or delayed.
13. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT.
This Agreement shall become effective as of the date and year first above
written, shall govern the relations between the parties hereto thereafter and
shall remain in force for two years, on which date it will terminate unless its
continuance thereafter is "specifically approved at least annually" (a) by the
vote of a majority of the Trustees of the Master Fund who are not "interested
persons" of the Master Trust or of Domini or the Submanager at a meeting
specifically called for the purpose of voting on such approval and (b) by the
Board of Trustees of the Master Trust or by "vote of a majority of the
outstanding voting securities" of the Master Fund. However, if the investors of
the Master Fund fail to approve the Agreement as provided herein, the
Submanager may continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act.
This Agreement may be terminated at any time without the payment of any
penalty by (i) the Trustees of the Master Trust, (ii) the "vote of a majority
of the outstanding voting securities" of the Master Fund or (iii) Domini with
the prior consent of the Trustees of the Master Trust, in each case on not more
than 60 days' nor less than 30 days' written notice to the other party. This
Agreement may be terminated at any time without the payment of any penalty by
the Submanager on not less than 90 days' written notice to the Manager and the
Trustees of the Master Trust. This Agreement shall automatically terminate in
the event of its "assignment."
This Agreement constitutes the entire agreement between the parties and,
except as otherwise permitted by applicable law, may be amended only if such
amendment is approved by the parties hereto, the Trustees of the Master Trust
and the "vote of a majority of the outstanding voting securities" of the Master
Fund.
The Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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 1940 Act.
14. GOVERNING LAW.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts;
provided, however, that nothing herein will be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940 or any
rules or regulations of the Securities and Exchange Commission thereunder.
15. NOTICES.
Any notice, advice or report to be given pursuant to the Agreement (other
than pursuant to Section 3 hereof) shall be deemed to have been duly given or
made as of the date delivered or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or certified mail
(postage prepaid, return receipt requested) to the following addresses, or sent
by electronic transmission to the telecopier number specified below:
To the Submanager at: To the Manager at:
Wellington Management Company, LLP Domini Social Investments LLC
00 Xxxxx Xxxxxx 000 Xxxxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Legal Services Department Attention: President
Telecopier No: 000-000-0000 Telecopier No: 000-000-0000
Email: xxxxxxx@xxxxxx.xxx
[Signature page follows]
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.
WELLINGTON MANAGEMENT
COMPANY, LLP
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Title: Senior Vice President
DOMINI SOCIAL INVESTMENTS LLC
By: /s/ Xxx X. Xxxxxx
-----------------------------
Title: Manager
Acknowledged:
DOMINI SOCIAL TRUST,
ON BEHALF OF DOMINI EUROPEAN SOCIAL EQUITY TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Title: Treasurer
Exhibit d(3)
Pursuant to Section 4, the Manager shall pay the Submanager compensation at the
following annual rates:
0.75% of the first $25 million of net assets managed
0.65% of the next $25 million of net assets managed
0.50% of the next $250 million of net assets managed
0.45% of net assets managed in excess of $300 million
There is no minimum annual fee for the first eighteen months after the date of
this Agreement (until April 1, 2007). The minimum fee payable by the Manager to
the Submanager pursuant to this Agreement for the twelve-month period from
April 1, 2007 and each twelve-month period thereafter shall be $350,000.
