ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of May 1, 1990, as amended
and restated as of October 4, 1996, by and between Domini Social Index Trust, a
Massachusetts business trust (the "Trust"), and Signature Broker-Dealer
Services, Inc., a Delaware corporation ("SBDS" or the "Administrator").
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 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act"); and
WHEREAS, the Trust wishes to engage SBDS to provide certain
administrative and management services, and SBDS is willing to provide such
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 ADMINISTRATOR. Subject to the direction and control of
the Board of Trustees of the Trust, the Administrator shall perform such
administrative and management services as may from time to time be reasonably
requested by the Trust, which shall include without limitation: (a) providing
office space, equipment and clerical personnel necessary for maintaining the
organization of the Trust and for performing the administrative and management
functions herein set forth; (b) arranging, if desired by the Trust, for
Directors, officers or employees of the Administrator 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
negotiation of contracts and fees with and the monitoring of performance and
xxxxxxxx of the Trust's transfer agent, shareholder servicing agents (if any),
custodian and other independent contractors or agents; (d) preparing and, if
applicable, filing all documents required for compliance by the Trust with
applicable laws and regulations, including registration statements, prospectuses
and statements of additional information, semi-annual and annual reports to
shareholders, proxy statements and tax returns; (e) preparation of agendas and
supporting documents for and minutes of meetings of Trustees, committees of
Trustees and shareholders; and (f) arranging for maintenance of books and
records of the Trust. Notwithstanding the foregoing, the Administrator shall not
be deemed to have assumed 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 Administrator be deemed to have assumed or
have any responsibility with respect to functions specifically assumed by any
transfer agent, custodian or shareholder servicing agent of the Trust.
2. ALLOCATION OF CHARGES AND EXPENSES. SBDS 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 SBDS 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. Except as provided in the
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foregoing sentence, the Trust will pay all of its own expenses including,
without limitation, compensation of Trustees not affiliated with the
Administrator; governmental fees; interest charges; taxes; membership dues in
the Investment Company Institute allocable to the Trust; fees and expenses of
the Trust's independent auditors, of legal counsel and of any transfer agent,
distributor, shareholder servicing agent, registrar or dividend disbursing agent
of the Trust; expenses of distributing 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 the Trust.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
and the facilities to be provided by the Administrator hereunder, the Trust
shall pay to the Administrator an administrative fee computed and paid monthly
at an annual rate of 0.20% of the Trust's average daily net assets for its
then-current fiscal year. If SDBS serves as the Administrator for less than the
whole of any period specified in this Section 3, the compensation to SBDS, as
Administrator, shall be prorated. For purposes of computing the fees payable to
the Administrator 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.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator shall
not be liable for any error of judgment or mistake of law or for any act or
omission in the 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 "Administrator" shall include SBDS and/or any of its affiliates and the
Directors, officers and employees of SBDS and/or any of its affiliates.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Trust are not to be deemed to be exclusive, SBDS being free to render
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 Administrator and/or any of its affiliates, as Directors, officers,
employees, or otherwise, and that Directors, officers and employees of the
Administrator and/or any of its affiliates are or may become similarly
interested in the Trust and that the Administrator 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.
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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 Fund or the Trust,
by the Board of the Trust, or by the Administrator, in each case on not more
than 60 days written notice to the other party.
7. SUBCONTRACTING BY SBDS. SBDS may subcontract for the performance of
SBDS' obligations hereunder with any one or more persons; PROVIDED, HOWEVER,
that SBDS 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, SBDS 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.
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 June 7, 1989, 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 SOCIAL INDEX TRUST
By
Xxx X. Xxxxxx
President
SIGNATURE BROKER-DEALER SERVICES, INC.
By
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
