[DSI327]
CUSTODIAN AGREEMENT
BETWEEN
DOMINI SOCIAL INDEX PORTFOLIO
AND
INVESTORS BANK & TRUST COMPANY
TABLE OF CONTENTS
1. Bank Appointed Custodian...............................................1
2. Definitions
(a) Authorized Person........................................1
(b) Security.................................................1
(c) Portfolio Security.......................................1
(d) Officers' Certificate....................................2
(e) Federal Book-Entry System................................2
(f) Depository...............................................2
3. Proper Instructions....................................................2
4. Separate Accounts......................................................2
5. Certification as to Authorized Persons.................................3
6. Custody of Cash and Securities of the Fund.............................3
A. Cash.....................................................3
(a) Purchase of Securities............................3
(b) Redemptions.......................................3
(c) Distributions and Expenses of Fund................4
(d) Payment in Respect of Securities..................4
(e) Repayment of Loans................................4
(f) Repayment of Cash.................................4
(g) Other Authorized Payments.........................4
(h) Termination.......................................4
B. Securities...............................................5
(a) Use of Federal Book-Entry System..................5
(b) Use of a Depository...............................7
(c) Use of Book-Entry System for Commercial Paper.....8
(d) Use of Book-Entry System for Mutual Fund Shares...9
C. Options and Futures Transactions.........................9
(a) Puts and Calls Traded on Securities Exchanges,
NASDAQ or Over-the[-]Counter......................9
(b) Puts, Calls and Futures Traded
on Commodities Exchanges.........................10
(c) Segregated Account...............................10
D. Segregated Account for "when issued",
"forward commitment" and Reverse
Repurchase Agreement Transactions.......................11
E. Interest Bearing Call or Time Deposits..................11
7. Transfer of Securities................................................12
8. Redemptions...........................................................13
9. Merger, Dissolution, etc. of Fund.....................................13
10. Actions of Bank Without Prior Authorization...........................14
11. Maintenance of Records; Fund Evaluation, Accounting Services..........15
12. Concerning the Bank...................................................16
A. Performance of Duties..........................................16
B. Fees and Expenses of Bank......................................17
C. Advances by Bank...............................................17
13. Termination...........................................................18
14. Notices...............................................................19
15. Amendments............................................................19
16. Parties...............................................................19
17. Governing Law.........................................................19
18. Limitation of Liability of the Trustees and Shareholders..............19
CUSTODIAN AGREEMENT
AGREEMENT made this ____ day of ____________, 199__ between DOMINI
SOCIAL INDEX PORTFOLIO, a trust established under the laws of the State of New
York (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a trust company organized
under the laws of the Commonwealth of Massachusetts ("Bank").
The Fund, an open-end management investment company, desires to place
and maintain all of its portfolio securities and cash in the custody of the
Bank. The Bank has at least the minimum qualifications required by Section
17(f)(1) of the Investment Company Act of 1940, as amended (the "Act"), to act
as custodian of the portfolio securities and cash of the Fund, and has indicated
its willingness to so act, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. BANK APPOINTED CUSTODIAN. The Fund hereby appoints the Bank as
custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described, and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth.
2. DEFINITIONS. Whenever used herein, the terms listed below will
have the following meaning:
(a) AUTHORIZED PERSON. Authorized Person will mean any of the
persons duly authorized to give Proper Instructions or otherwise act on
behalf of the Fund by appropriate resolution of the Board of Trustees of
the Fund (the "Board of Trustees").
(b) SECURITY. The term security as used herein will have the same
meaning as when such term is used in the Securities Act of 1933 as
amended, including, without limitation, any note, stock, treasury stock,
bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities
(including any interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into on a national
securities exchange relating to a foreign currency, or, in general, any
interest or instrument commonly known as a "security", or any
certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to
subscribe to, or option contract to purchase or sell any of the
foregoing and futures, forward contracts and options thereon.
(c) PORTFOLIO SECURITY. Portfolio Security will mean any security
owned by the Fund.
(d) OFFICER'S CERTIFICATE. Officer's Certificate will mean unless
otherwise indicated, any request, direction, instruction, or
certification in writing signed by any two Authorized Persons of the
Fund.
(e) FEDERAL BOOK-ENTRY SYSTEM. Federal Book-Entry System shall
mean the Federal Reserve Treasury Department Book Entry System for the
United States government, instrumentality and agency securities operated
by the Federal Reserve Banks, its successor or successors and its
nominee or nominees.
(f) DEPOSITORY. Depository shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities Exchange Act of
1934 (the "Exchange Act"), its successor or successors and its nominee
or nominees. The term "Depository" shall further mean and include any
other person authorized to act as a depository under the Act, its
successor or successors and its nominee or nominees, specifically
identified in a certified copy of a resolution of the Fund's Board of
Trustees.
3. PROPER INSTRUCTIONS. Proper Instructions shall mean (i) instructions
regarding the purchase or sale of Securities for the portfolio of the Fund, and
payments and deliveries in connection therewith, given by an Authorized Person,
such instructions to be given in such form and manner as the Bank and the Fund
shall agree upon from time to time, and (ii) instructions (which may be
continuing instructions) regarding other matters signed or initialed by an
Authorized Person. Oral instructions will be considered Proper Instructions if
the Bank reasonably believes them to have been given by an Authorized Person.
The Fund shall cause all oral instructions to be promptly confirmed in writing.
The Bank shall act upon and comply with any subsequent Proper Instruction which
modifies a prior instruction and the sole obligation of the Bank with respect to
any follow-up or confirmatory instruction, shall be to make reasonable efforts
to detect any discrepancy between the original instruction and such confirmation
and to report such discrepancy to the Fund. The Fund shall be responsible, at
the Fund's expense, for taking any action, including any reprocessing, necessary
to correct any such discrepancy or error, and to the extent such action requires
the Bank to act the Fund shall give the Bank specific Proper Instructions as to
the action required. Upon receipt of an Officer's Certificate as to the
authorization by the Board of Trustees of the Fund, accompanied by a detailed
description of procedures approved by the Fund, Proper Instructions may include
communication effected directly between electro-mechanical or electronic devices
provided that the Board of Trustees and the Bank are satisfied that such
procedures afford adequate safeguards for the Fund's assets.
4. SEPARATE ACCOUNTS. In the event that the Fund establishes one or more
series or portfolios in addition to any established on the date hereof, with
respect to which it desires to have the Bank render services as custodian under
the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees
in writing to provide such services, such series or portfolios shall be treated
for all purposes as a Fund hereunder.
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5. CERTIFICATION AS TO AUTHORIZED PERSONS. The Secretary or Assistant
Secretary of the Fund will at all times maintain on file with the Bank his
certification to the Bank, in such form as may be acceptable to the Bank, of (i)
the names and signatures of the Authorized Persons and (ii) the names of the
members of the Board of Trustees of the Fund, it being understood that upon the
occurrence of any change in the information set forth in the most recent
certification on file (including without limitation any person named in the most
recent certification who is no longer an Authorized Person as designated
therein), the Secretary or Assistant Secretary of the Fund will sign a new or
amended certification setting forth the change and the new, additional or
omitted names or signatures. The Bank will be entitled to rely and act upon any
Officer's Certificate given to it by the Fund which has been signed by officers
named in the most recent certification.
6. CUSTODY OF CASH AND SECURITIES. As custodian for the Fund, the Bank
will keep safely all of the Portfolio Securities delivered to the Bank, and will
deposit to the account of the Fund all of the cash of the Fund delivered to the
Bank, as set forth below.
A. CASH. The Bank will open and maintain a separate account or accounts
in the name of the Fund or in the name of the Bank, as custodian of the Fund,
subject only to draft or order by the Bank acting pursuant to the terms of this
Agreement. Except as otherwise permitted by this Section 6, the Bank will hold
in such account or accounts as custodian, subject to the provisions hereof, all
cash received by it, including borrowed funds, for the account of the Fund. Upon
receipt by the Bank of Proper Instructions (which may be continuing
instructions) or in the case of payments for redemptions and repurchases of
outstanding shares of beneficial interest ("Common Stock") of the Fund,
notification from the Fund's transfer agent as provided in Section 8, requesting
such payment, designating the payee or the account or accounts to which the Bank
will release funds for deposit, and stating that it is for a purpose permitted
under the terms of this Section 6(A), specifying the applicable subsection, or
describing such purpose with sufficient particularity to permit the Bank to
ascertain the applicable subsection, the Bank will make payments of cash held
for the accounts of the Fund, insofar as funds are available for that purpose,
only as permitted in (a)-(h) below.
(a) PURCHASE OF SECURITIES: upon the purchase of Portfolio
Securities for the Fund, against contemporaneous receipt of such
Securities by the Bank registered in the name of the Fund or in the name
of, or properly endorsed and in form for transfer to, the Bank, or a
nominee of the Bank, or receipt for the account of the Bank in the case
of Portfolio Securities which are not physically held by the Bank as
permitted by this Section 6, each such payment to be made at the
purchase price shown on a broker's confirmation (or transaction report
in the case of Book Entry Paper) of purchase of the Portfolio Securities
received by the Bank before such payment is made, as confirmed in the
Proper Instructions received by the Bank before such payment is made;
(b) REDEMPTIONS: in such amount as may be necessary for the
repurchase or redemption of shares of [C]ommon [S]tock of the Fund
offered for repurchase or redemption in accordance with Section 8 of
this Agreement;
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(c) DISTRIBUTIONS AND EXPENSES OF FUND: for the payment on the
account of the Fund of dividends or other distributions to shareholders
as may from time to time be declared by the Board of Trustees of the
Fund, interest, taxes, management or supervisory fees, distribution fees
including fees under any 12b-1 plan, fees of the Bank for its services
hereunder and reimbursement of the expenses and liabilities of the Bank
as provided hereunder, fees of any service organization, fees of any
transfer agent, fees for legal, accounting, and auditing services, or
other operating expenses of the Fund;
(d) PAYMENT IN RESPECT OF SECURITIES: for payments in connection
with the conversion, exchange or surrender of Portfolio Securities or
Securities subscribed to by the Fund held by or to be delivered to the
Bank;
(e) REPAYMENT OF LOANS: to repay loans of money made to the Fund
but, in the case of final payment, only upon redelivery to the Bank of
any Portfolio Securities pledged or hypothecated therefor and upon
surrender of documents evidencing the loan;
(f) REPAYMENT OF CASH: to repay the cash delivered to the Fund
for the purpose of collateralizing the obligation to return to the Fund
certificates borrowed from the Fund representing Portfolio Securities,
but only upon redelivery to the Bank of such borrowed certificates;
(g) OTHER AUTHORIZED PAYMENTS: for other authorized transactions
of the Fund, or other obligations of the Fund incurred for proper Fund
purposes; provided that before making any such payment the Bank will
also receive a certified copy of a resolution of the Board of Trustees
signed by an Authorized Person of the Fund (other than the Person
certifying such resolution) and certified by its Secretary or Assistant
Secretary, naming the person or persons to whom such payment is to be
made, and either describing the transaction for which payment is to be
made and declaring it to be an authorized transaction of the Fund, or
specifying the amount of the obligation for which payment is to be made,
setting forth the purpose for which such obligation was incurred and
declaring such purpose to be a proper corporate purpose; and
(h) TERMINATION: upon the termination of this Agreement as
hereinafter set forth pursuant to Section 9 and Section 13 of this
Agreement.
The Bank is hereby authorized to endorse for collection and collect on
behalf of and in the name of the Fund all checks, drafts, or other negotiable or
transferable instruments or other orders for the payment of money received by it
for the account of the Fund.
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B. SECURITIES. Except as otherwise provided in this Section 6, the Bank
as custodian, will receive and hold pursuant to the provisions hereof, in a
separate account or accounts and physically segregated at all times from those
of other persons, any and all Portfolio Securities which may now or hereafter be
delivered to it by or for the account of the Fund. All such Portfolio Securities
will be held or disposed of by the Bank for, and subject at all times to, the
instructions of the Fund pursuant to the terms of this Agreement. Subject to the
specific provisions of this Section 6 relating to Portfolio Securities that are
not physically held by the Bank, the Bank will register all Portfolio Securities
(unless otherwise directed by Proper Instructions or an Officer's Certificate),
in the name of a registered nominee of the Bank as defined in the Internal
Revenue Code and any Regulations of the Treasury Department issued thereunder,
and will execute and deliver all such certificates in connection therewith as
may be required by such laws or Regulations or under the laws of any State. The
Bank will use its best efforts to the end that the specific Portfolio Securities
held by it hereunder will be at all times identifiable.
The Bank will use the same care with respect to the safekeeping of
Portfolio Securities and cash of the Fund held by it as it uses in respect of
its own similar property but it need not maintain any special insurance for the
benefit of the Fund. The Bank shall make available to the Fund, upon request,
information relating to its insurance coverage.
The Fund will from time to time furnish to the Bank appropriate
instruments to enable it to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee, any Portfolio Securities which
it may hold for the account of the Fund and which may from time to time be
registered in the name of the Fund.
Neither the Bank nor any nominee of the Bank will vote any of the
Portfolio Securities held hereunder by or for the account of the Fund, 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.
(a) USE OF FEDERAL BOOK-ENTRY SYSTEM. Provided (i) the Bank has
received a certified copy of a resolution of the Board of Trustees of the Fund
specifically approving deposits of Fund assets in the Book-Entry System,
indicating that, and (ii) for each year following such approval, the Board of
Trustees of the Fund has reviewed and approved the arrangement and has not
delivered an Officer's Certificate to the Bank indicating that it has withdrawn
its approval:
1. The Bank may keep Portfolio Securities in the Federal Book-Entry
System provided that such Securities are represented in an account ("Account")
of the Bank (or its agent) in such System which shall not include any assets of
the Bank (or such agent) other than assets held as a fiduciary, custodian, or
otherwise for customers.
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2. The records of the Bank (and any such agent) with respect to the
Fund's participation in the Federal Book-Entry System through the Bank (or any
such agent) will identify by Book-Entry Portfolio Securities which are included
with other Securities deposited in the Account and shall at all times during the
regular business hours of the Bank (or such agent) be open for inspection by
duly authorized officers, employees or agents of the Fund. Where Securities are
transferred to the Fund's account, the Bank shall also, by book entry or
otherwise, identify as belonging to the Fund a quantity of Securities in
fungible bulk (i) registered in the name of the Bank or its nominee, or (ii)
shown on the Bank's account on the books of the Federal Reserve Bank.
3. The Bank (or its agent) shall pay for Securities purchased for the
account of the Fund or shall pay cash collateral against the return of Portfolio
Securities loaned by the Fund upon (i) receipt of advice from the Federal
Book-Entry System that such Securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Bank (or its agent) to reflect
such payment and transfer for the account of the Fund. The Bank (or its agent)
shall transfer Securities sold or loaned for the account of the Fund upon[:]
(a) receipt of advice from the Federal Book-Entry System that
payment for Securities sold or payment of the initial cash collateral
against the delivery of Portfolio Securities loaned by the Fund has been
transferred to the Account, and
(b) the making of an entry on the records of the Bank (or its
agent) to reflect such transfer and payment for the account of the Fund.
Copies of all advises from the Federal Book-Entry System of transfers of
Securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Bank and shall be provided to the Fund at
its request. The Bank shall send the Fund a confirmation, as defined by
Rule 17f-4 under the Act, of any transfers to or from the account of the
Fund.
4. The Bank will promptly provide the Fund with any report obtained by
the Bank or its agent on the Federal Book-Entry System's accounting system,
internal accounting control and procedures for safeguarding Securities deposited
in the Federal Book-Entry System. The Bank will provide the Fund and cause any
such agent to provide, at such times as the Fund may reasonably require, with
reports by independent public accountants on the accounting system, internal
accounting control and procedures for safeguarding Portfolio Securities,
including Portfolio Securities deposited in the Federal Book-Entry System,
relating to the services provided by the Bank or such agent under the Agreement.
5. Anything to the contrary in the Agreement notwithstanding, the Bank
shall be liable to the Fund for any loss or damage to the Fund resulting from
use of the Federal Book-Entry System by reason of any gross negligence, willful
misfeasance or bad faith of the Bank or any of its agents or of any of its or
their employees or from any reckless disregard by the Bank or any such agent of
its duty to enforce effectively such rights as it may have against the Federal
Book-Entry System; at the election of the Fund, it shall be entitled to be
subrogated for the Bank in any claim against the Federal Book-Entry System or
any other person which the Bank or its agent may have as a consequence of any
such loss or damage if and to the extent that the Fund has not been made whole
for any loss or damage.
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(b) USE OF A DEPOSITORY. Provided (i) the Bank has received a certified
copy of a resolution of the Fund's Board of Trustees specifically approving
deposits in DTC or other such Depository and (ii) for each year following such
approval, the Board of Trustees of the Fund has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that it has withdrawn its approval:
1. The Bank may use a Depository to hold, receive, exchange,
release, lend, deliver and otherwise deal with Portfolio Securities,
including stock dividends, rights and other items of like nature, and to
receive and remit to the Bank on behalf of the Fund all income and other
payments thereon and to take all steps necessary and proper in
connection with the collection thereof.
2. Registration of the Portfolio Securities may be made in the
name of any nominee or nominees used by such Depository.
3. Payment for Portfolio Securities purchased and sold may be
made through the clearing medium employed by such Depository for
transactions of participants acting through it. Upon any purchase of
Securities for the account of the Fund, payment will be made only upon
delivery of the Securities to or for the account of the Fund and the
Fund shall pay cash collateral against the return of Portfolio
Securities loaned by the Fund only upon delivery of the Portfolio
Securities to or for the account of the Fund; and upon any sale of
Portfolio Securities for the account of the Fund, delivery of the
Portfolio Securities will be made only against payment thereof or, in
the event Portfolio Securities are loaned, delivery of Portfolio
Securities will be made only against receipt of the initial cash
collateral to or for the account of the Fund.
4. The Bank shall be subject to the same liability and duty to
the Fund and its shareholders with respect to all Portfolio Securities
and all cash, stock dividends, rights and items of like nature to which
the Fund is entitled, held or received by a central securities system as
agent for the Bank, pursuant to the foregoing authorization, as if the
same were held or received by the Bank at its own offices. In this
connection, with respect to the use of the Depository by the Bank but
without limiting the foregoing duty or liability, the Bank, without cost
to the Fund, shall ensure that:
(a) The Depository obtains replacement of any certificated
Portfolio Security deposited with it in the event such Portfolio
Security is lost, destroyed, wrongfully taken or otherwise not
available to be returned to the Bank upon its request;
(b) Any proxy materials received by Depository with
respect to Portfolio Securities deposited with such Depository
are forwarded[.] immediately to the Bank for prompt transmittal
to the Fund;
7
(c) Such Depository immediately forwards to the Bank
confirmation of any purchase or sale of Securities for the
account of the Fund and of the appropriate book entry made by
such Depository to the Fund's account;
(d) Such Depository prepares and delivers to the Bank such
records with respect to the performance of the Bank's obligations
and duties hereunder as may be necessary for the Fund to comply
with the recordkeeping requirements of Section 31(a) of the Act
and Rule 31a-1 thereunder; and
(e) Such Depository delivers to the Bank and the Fund all
internal accounting control reports, whether or not audited by an
independent public accountant, as well as such other reports as
the Fund may reasonably request in order to verify the Portfolio
Securities held by such Depository.
(c) USE OF BOOK-ENTRY SYSTEM [F]OR COMMERCIAL PAPER. Provided (i) the
Bank has received a certified copy of a resolution of the Fund's Board of
Trustees specifically approving participation in a system maintained by the Bank
for the holding of commercial paper in book-entry form ("Book Entry Paper") and
(ii) for each year following such approval the Board of Trustees of the Fund has
received and approved the arrangements, upon receipt of Proper Instructions and
upon receipt of confirmation from an Issuer (as defined below) that the Fund has
purchased such Issuer's Book Entry Paper, the Bank shall issue and hold in
book-entry form, on behalf of the Fund, commercial paper issued by issuers with
whom the Bank has entered into a book-entry agreement (the "Issuers"). In
maintaining its Book Entry Paper System, the Bank agrees that:
1. the Bank will maintain all Book Entry Paper held by the Fund
in an account of the Bank that includes only assets held by it for
customers;
2. the records of the Bank with respect to the Fund's purchase of
Book Entry Paper through the Bank will identify, by book entry,
Commercial Paper belonging to the Fund which is included in the Book
Entry Paper System and shall at all times during the regular business
hours of the Bank be open for inspection by duly authorized officers,
employees or agents of the Fund.
3. (a) The Bank shall pay for Book Entry Paper purchased for the
account of the Fund upon contemporaneous (i) receipt of advice from the
Issuer that such sale of Book Entry Paper has been effected, and (ii)
the making of an entry on the records of the Bank to reflect such
payment and transfer for the account of the Fund.
(b) The Bank shall cancel such Book Entry Paper obligation
upon the maturity thereof upon contemporaneous (i) receipt of advice
that payment for such Book Entry Paper has been transferred to the Fund,
and (ii) the making of an entry on the records of the Bank to reflect
such payment for the account of the Fund.
8
4. the Bank shall transmit to the Fund a transaction journal
confirming each transaction in Book Entry Paper for the account of the
Fund on the next business day following the transaction[.]
5. the Bank will send to the Fund such reports on its system of
internal accounting control as the Fund may reasonably request from time
to time.
(d) USE OF BOOK-ENTRY SYSTEM FOR MUTUAL FUND SHARES. Provided (i) the
Bank has received a certified copy of a resolution of the Board of Trustees of
the Fund specifically approving the maintenance of shares of mutual funds which
are Portfolio Securities in the book-entry systems of such mutual funds'
transfer agents, and (ii) for each year following such approval, the Board of
Trustees of the Fund has reviewed and approved the arrangement and has not
delivered an Officer's Certificate to the Bank indicating that it has withdrawn
its approval:
1. The Bank may keep Portfolio Securities which are mutual fund
shares in the book-entry systems of the mutual funds['] transfer agents,
provided that such mutual fund shares are maintained directly with the transfer
agents in an account in the name of the Bank or the Bank's nominee as custodian
for the Fund.
2. The transfer agents will maintain segregated accounts
representing only assets held for the Bank, as custodian of the Fund.
3. The Bank will send to the Fund copies of all confirmations
received from the transfer agents of any transfers to or from the account of the
Fund.
4. The Bank shall send to the Fund reports on its system of
internal accounting control as the Fund may reasonably request from time to
time.
C. OPTIONS AND FUTURES TRANSACTIONS.
(a) PUTS AND CALLS TRADED ON SECURITIES EXCHANGES, NASDAQ OR OVER-
THE-COUNTER.
1. The Bank shall take action as to put options ("puts") and call
options ("calls") purchased or sold (written) by the Fund regarding
escrow or other arrangements (i) in accordance with the provisions of
any agreement entered into upon receipt of Proper Instructions between
the Bank, any broker-dealer registered under the Securities Exchange Act
of 1934 and a member of the National Association of Securities Dealers,
Inc. ("NASD"), and, if necessary, the Fund relating to the compliance
with the rules of the Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations.
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2. Unless another agreement requires it to do so, the Bank shall
be under no duty or obligation to see that the Fund has deposited or is
maintaining adequate margin, if required, with any broker in connection
with any option, nor shall the Bank be under duty or obligation to
present such option to the broker for exercise unless it receives Proper
Instructions from the Fund. The Bank shall have no responsibility for
the legality of any put or call purchased or sold on behalf of the Fund,
the propriety of any such purchase or sale, or the adequacy of any
collateral delivered to a broker in connection with an option or
deposited to or withdrawn from a [s]egregated [a]ccount [(the
"Segregated Account)] as described in sub-paragraph c of this Section
6(C). The Bank specifically, but not by way of limitation, shall not be
under any duty or obligation to: (i) periodically check or notify the
Fund that the amount of such collateral held by a broker or held in a
Segregated Account as described in sub-paragraph (c) of this Section
6(C) is sufficient to protect such broker or the Fund against any loss;
(ii) effect the return of any collateral delivered to a broker; or (iii)
advise the Fund that any option it holds, has or is about to expire.
Such duties or obligations shall be the sole responsibility of the Fund.
(b) PUTS, CALLS AND FUTURES TRADED ON COMMODITIES EXCHANGES.
1. The Bank shall take action as to puts, calls and futures
contracts ("Futures") purchased or sold by the Fund in accordance with
the provisions of any agreement among the Fund, the Bank and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding [with] transactions by the Fund.
2. The responsibilities and liabilities of the Bank as to
Futures, puts and calls traded on commodities exchanges, any Futures
Commission Merchant account and the Segregated Account shall be limited
as set forth in sub-paragraph (a)(2) of this Section 6(C) as if such
sub-paragraph referred to Futures Commission Merchants rather than
brokers, and Futures and puts and calls thereon instead of options.
(c) SEGREGATED ACCOUNT
The Bank shall upon receipt of Proper Instructions establish and
maintain a Segregated Account or Accounts for and on behalf of the Fund, into
which Account or Accounts may be transferred cash and/or Portfolio Securities
including Portfolio Securities maintained in an Account by the Bank pursuant to
Section 6(B) hereof, (i) in accordance with the provisions of any agreement
among the Fund, the Bank and a broker-dealer registered under the Exchange Act
and a member of the NASD or any Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange or the
Commodity Futures Trading Commission or any registered Contract Market, or of
any similar organization or organizations regarding escrow or other
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arrangements in connection with transactions by the Fund, and (ii) for the
purpose of segregating cash or Securities in connection with options purchased,
or written by the Fund or commodity futures purchased or written by the Fund,
and (iii) for the purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No. 10666, or any subsequent release
or releases of the Securities and Exchange Commission relating to the
maintenance of Segregated Accounts by registered investment companies and (iv)
for other proper corporate purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a certified copy of a resolution
of the Board of Trustees of the Fund, or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such Segregated Account and declaring
such purposes to be proper corporate purposes.
D. SEGREGATED ACCOUNT FOR "WHEN ISSUED", "FORWARD COMMITMENT" AND
REVERSE REPURCHASE AGREEMENT TRANSACTIONS. Notwithstanding any other provisions
of this Section 6, the Bank will maintain a [S]egregated [A]ccount [] in the
name of the Fund (i) for the deposit of liquid assets, such as cash, U.S.
Government Securities or other high grade debt obligations, having a market
value (marked to the market on a daily basis) at all times equal to not less
than the aggregate purchase price due on the settlement dates of all the Fund's
then outstanding forward commitment or "when issued" agreements relating to the
purchase of Portfolio Securities and all the Fund's then outstanding commitments
under reverse repurchase agreements entered into with broker-dealer firms, and
(ii) for the deposit of any Portfolio Securities which the Fund has agreed to
sell on a forward commitment basis, all in accordance with Securities and
Exchange Commission Release No. IC-10666. No assets shall be deposited in the
Segregated Account except pursuant to Proper Instructions. Assets maybe
withdrawn from the segregated account pursuant to Proper Instructions only (a)
for sale or delivery to meet the Fund's obligations under outstanding firm
commitment or when-issued agreements for the purchase of Portfolio Securities
and under reverse repurchase agreements, (b) for exchange for other liquid
assets of equal or greater value deposited in the Segregated Account, (c) to the
extent that the Fund's outstanding forward commitment or when-issued agreements
for the purchase of Portfolio Securities or reverse repurchase agreements are
sold to other parties or the Fund's obligations thereunder are met from assets
of the Fund other than those in the Segregated Account, or (d) for delivery upon
settlement of a forward commitment agreement for the sale of Portfolio
Securities.
E. INTEREST BEARING CALL OR TIME DEPOSITS. The Bank shall, upon receipt
of Proper Instructions relating to the purchase by the Fund of interest bearing
fixed term and call deposits, transfer cash, by wire or otherwise, in such
amounts and to such bank or banks as shall be indicated in such Proper
Instructions. The Bank shall include in its records with respect to the assets
of the Fund appropriate notation as to the amount of each such deposit, the
banking institution with which such deposit is made (the "Deposit Bank"), and
shall retain such forms of advice or receipt evidencing the deposit, if any, as
may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed
Portfolio Securities of the Fund and the responsibility of the Bank therefore
shall be the same as and no greater than the Bank's responsibility in respect of
other Portfolio Securities of the Fund.
11
7. TRANSFER OF SECURITIES. The Bank will transfer, exchange, deliver or
release Portfolio Securities held by it hereunder, insofar as such Securities
are available for such purpose, provided that before making any transfer,
exchange, delivery or release under this Section the Bank will receive Proper
Instructions requesting such transfer, exchange or delivery stating that it is
for a purpose permitted under the terms of this Section 7, specifying the
applicable subsection, or describing the purpose of the transaction with
sufficient particularity to permit the Bank to ascertain the applicable
subsection, only
(a) upon sales of Portfolio Securities for the account of the
Fund, against contemporaneous receipt by the Bank of payment therefor in
full, each such payment to be in the amount of the sale price shown in a
broker's confirmation of sale of the Portfolio Securities received by
the Bank before such payment is made, as confirmed in the Proper
Instructions received by the Bank before such payment is made;
(b) in exchange for or upon conversion into other Securities
alone or other Securities and cash pursuant to any plan of merger,
consolidation, reorganization, share split-up, change in par value,
recapitalization or readjustment or otherwise;
(c) upon conversion of Portfolio Securities pursuant to their
terms into other Securities;
(d) upon exercise of subscription, purchase or sale or other
similar rights represented by such Portfolio Securities;
(e) for the purpose of redeeming in kind shares of [C]ommon
[S]tock of the Fund upon authorization from the Fund;
(f) in the case of option contracts owned by the Fund, for
presentation to the endorsing broker;
(g) when such Portfolio Securities are called, redeemed or
retired or otherwise become payable;
(h) for the purpose of effectuating the pledge of Portfolio
Securities held by the Bank pursuant to this Agreement in order to
collateralize loans made to the Fund by any bank, including the Bank;
provided, however, that such Portfolio Securities will be released only
upon payment to the Bank for the account of the Fund of the moneys
borrowed, except that in cases where additional collateral is required
to secure a borrowing already made, and such fact is made to appear in
the Proper Instructions, further Portfolio Securities may be released
for that purpose without any such payment. In the event that any such
pledged Portfolio Securities are held by the Bank, they will be so held
for the account of the lender, and after notice to the Fund from the
lender in accordance with the normal procedures of the lender, that an
event of deficiency or default on the loan has occurred, the Bank may
deliver such pledged Portfolio Securities to or for the account of the
lender;
12
(i) for the purpose of releasing certificates representing
Portfolio Securities, against contemporaneous receipt by the Bank of the
fair market value of such Security, as set forth in Proper Instructions
received by the Bank before such payment is made;
(j) for the purpose of tendering shares pursuant to a tender
offer therefor;
(k) for the purpose of delivering Portfolio Securities lent by
the Fund to a bank or broker dealer, but only against receipt in
accordance with street delivery custom except as otherwise provided in
this Section 6, of adequate collateral as agreed upon from time to time
by the Fund and the Bank, and upon receipt of payment in connection with
any repurchase agreement relating to such Securities entered into by the
Fund;
(l) for other authorized transactions of the Fund or for other
proper corporate purposes; provided that before making such transfer,
the Bank will also receive a certified copy of resolution of the Board
of Trustees of the Fund, signed by an authorized officer of the Fund
(other than the officer certifying such resolution) and certified by its
Secretary or Assistant Secretary, specifying the Portfolio Securities to
be delivered, setting forth the transaction in or purpose for which such
delivery is to be made, declaring such transaction to be an authorized
transaction of the Fund or such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such
Securities shall be made; and
(m) upon termination of this Agreement as hereinafter set forth
pursuant to Section 9 and Section 13 of this Agreement.
As to any deliveries made by the Bank pursuant to subsections (a), (b),
(c), (d), (f), (g), (h), (i), (j) and (k) Portfolio Securities or cash
receivable in exchange therefor shall be delivered to the Bank.
8. REDEMPTIONS. In the case of payment of assets of the Fund held by the
Bank in connection with redemptions and repurchases by the Fund of outstanding
shares of its [C]ommon [S]tock, the Bank will rely on notification by the Fund's
transfer agent of receipt of a request for redemption and certificates, if
issued, in proper form for redemption before such payment is made. Payment shall
be made in accordance with the Declaration of Trust of the Fund, from assets
available for said purpose.
9. MERGER, DISSOLUTION, ETC. OF FUND. In the case of the following
transactions, in the ordinary course of business, namely, the merger of the Fund
into or the consolidation of the Fund with another investment company, the sale
by the Fund of all, or substantially all of its assets to another investment
company, or the liquidation or dissolution of the Fund and distribution of its
assets, the Bank will deliver the Portfolio Securities held by it under this
Agreement and disburse cash only upon the order of the Fund set forth in an
Officer's Certificate, accompanied by a certified copy of a resolution of the
Fund's Board of Trustees authorizing any of the foregoing transactions. Upon
completion of such delivery
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and disbursement and the payment of the fees, disbursements and expenses of the
Bank, this Agreement will terminate.
10. ACTIONS OF BANK WITHOUT PRIOR AUTHORIZATION. Notwithstanding
anything herein to the contrary, unless and until the Bank receives an Officer's
Certificate to the contrary, it will without prior authorization or instruction
of the Fund or the transfer agent:
(a) Receive and hold for the account of the Fund hereunder and
deposit in the account or accounts referred to in Section 6 hereof, all
income, dividends, interest and other payments or distribution of cash
with respect to the Portfolio Securities held thereunder;
(b) Present for payment all coupons and other income items held
by it for the account of the Fund which call for payment upon
presentation and hold the cash received by it upon such payment for the
account of the Fund account or accounts referred to in Section 6 hereof;
(c) Receive and hold for the account of the Fund hereunder and
deposit in the account or accounts referred to in Section 6 hereof all
Securities received as a distribution on Portfolio Securities as a
result of a stock dividend, share split-up, reorganization,
recapitalization, merger, consolidation, readjustment, distribution of
rights and similar Securities issued with respect to any Portfolio
Securities held by it hereunder[;]
(d) Execute as agent on behalf of the Fund all necessary
ownership and other certificates and affidavits required by the Internal
Revenue Code or the regulations of the Treasury Department thereunder,
or by the laws of any State now or hereafter in effect, inserting the
[F]und's name on such certificates as the owner of the Portfolio
Securities covered thereby, to the extent it may lawfully do so and as
may be required to obtain payment in respect thereof. The Bank will
execute and deliver such certificates in connection with Portfolio
Securities delivered to it or by it under this Agreement as may be
required under the provisions of the Internal Revenue Code and any
regulations of the Treasury Department issued thereunder, or under the
laws of any State;
(e) Present for payment all Portfolio Securities which are
called, redeemed, retired or otherwise become payable, and hold cash
received by it upon payment for the account of the Fund in the account
or accounts referred to in Section 6 hereof; and
(f) Exchange interim receipts or temporary Securities for
definitive Portfolio Securities.
The Bank will use all reasonable effort to collect any funds which may
to its knowledge become collectible arising from such Securities, including
dividends, interest and other income, and to transmit to the Fund notice
actually received by it of any call for redemption, offer of
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exchange, right of subscription, reorganization or other proceedings affecting
such Securities.
If Portfolio Securities upon which such income is payable are in default
or payment is refused after due demand or presentation, the Bank will notify the
Fund in writing of any default or refusal to pay within two business days from
the day on which it receives knowledge of such default or refusal. In addition,
the Bank will send the Fund a written report once each week showing any income
on any Portfolio Security held by it which is more than ten days overdue on the
date of such report and which has not previously been reported.
11. MAINTENANCE OF RECORDS; FUND EVALUATION; ACCOUNTING SERVICES. The
Bank will maintain records with respect to transactions for which the Bank is
responsible pursuant to the terms and conditions of this Agreement, and in
compliance with the applicable rules and regulations of the Act, and will
furnish the Fund daily with a statement of condition of the Fund. The Bank will
furnish to the Fund at the end of every month, and at the close of each quarter
of the Fund's fiscal year, a list of the Portfolio Securities and the aggregate
amount of cash held by it for the Fund. The books and records of the Bank
pertaining to its actions under this Agreement and reports by the Bank or its
independent accountants concerning its accounting system, procedures for
safeguarding Securities and internal accounting controls will be open to
inspection and audit at reasonable times by officers of or auditors employed by
the Fund, and will be preserved by the Bank in the manner and in accordance with
the applicable rules and regulations under the Act.
As custodian the Bank shall have and perform the following powers and
duties:
(a) To keep the books of account and render statements or copies
from time to time as reasonably requested by the Treasurer or any
executive officer of the Fund.
(b) To compute and, unless otherwise directed the Board of
Trustees of the Fund, determine as of close of business on the New York
Stock Exchange each day on which said Exchange is open for unrestricted
trading and as of such other hours, if any, as may be authorized by said
Board of Trustees the net asset value and the public offering price of a
share of Common Stock of the Fund, such determination to be made in
accordance with the provisions of Declaration of Trust of the Fund and
[registration statement on Form N-1A] relating to Fund, as they may from
time to time be amended, and any applicable resolutions of the Board of
Trustees of the Fund at the time in force and applicable; and promptly
to notify the Fund and the NASD or such other persons as the Fund may
request of the results of such computation and determination. In
computing the net asset value hereunder, the Bank may rely in good faith
upon information furnished to it by any Authorized Person in respect of
(i) the manner of accrual of the liabilities of the Fund and in respect
of liabilities of the Fund not appearing on its books of account kept by
the Bank, (ii) reserves, if any, authorized by the Board of Trustees or
that no such reserves have been authorized, (iii) the source of the
quotations to be used in computing the net asset value, (iv) the value
to be assigned to any Portfolio Security for which no price quotations
are available, and
15
(v) the method of computation of the public offering price on the basis
of the net asset value of the shares, and the Bank shall not be
responsible for any loss occasioned by such reliance or for any good
faith reliance on any quotations received from a source pursuant to
(iii) above.
(c) To assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial
matters of like nature.
12. CONCERNING THE BANK.
A. PERFORMANCE OF DUTIES. In performing its duties hereunder and any
other duties listed on any Schedule hereto, if any, the Bank will be entitled to
receive and act upon the advice of counsel, and will be without liability for
any action taken or thing done or omitted to be done in accordance with this
Agreement in good faith in conformity with such advice. The word "counsel" as
used in the preceding sentence shall mean counsel to the Fund or an attorney on
the staff of the Administrator to the Fund, provided, however, that if such
counsel or any such attorney is unable to render advice in a timely manner (in
the context of the situation requiring advice) or if such counsel or any other
such attorney would have a conflict in rendering such advice to the Bank, the
word "counsel" shall also mean such other counsel, whether otherwise counsel to,
or an employee of, the Bank, as would generally be viewed as having such
specific knowledge and experience with respect to the issue or matter in
question that prudent professionals in the industry would seek the advice of
such counsel with respect to such type of issue or matter. In the performance of
its duties hereunder, the Bank will be protected and not be liable, and will be
indemnified and saved harmless for any action taken or omitted to be taken by it
in good faith reliance upon the terms of this Agreement, any Officer's
Certificate, Proper Instructions, resolution of the Trustees, telegram, notice,
request, certificate or other instrument reasonably believed by the Bank to be
genuine and for any other loss to the Fund except in the case of its gross
negligence, willful misfeasance or bad faith in the performance of its duties or
reckless disregard of its obligations and duties hereunder.
The Bank may employ agents in the performance of its duties hereunder,
including, upon receipt of Proper Instructions, subcustodians, provided that any
such subcustodian meets at least the minimum qualifications required by Section
17(f)(1) of the Act to act as a custodian of the Fund's assets.
The Bank shall have no liability to the Fund or any other person by
reason of any act or omission of any subcustodian and the Fund shall indemnify
the Bank and hold it harmless from any and against any and all actions, suits
and claims, arising directly or indirectly out of the performance of any
subcustodian. Upon request of the Bank, the Fund shall assume the entire defense
of any action, suit, or claim subject to the foregoing indemnity.
The Fund shall pay all fees and expenses of any subcustodian.
16
The Bank will be under no duty or obligation to inquire into and will
not be liable for:
(a) the validity of the issue of any Portfolio Securities
purchased by or for the Fund, the legality of the purchases thereof or
the propriety of the priceincurred therefor;
(b) the legality of any sale of any Portfolio Securities by or
for the Fund or the propriety of the amount for which the same are sold;
(c) the legality of an issue or sale of any shares of [C]ommon
[S]tock of the Fund or the sufficiency of the amount to be received
therefor;
(d) the legality of the repurchase of any shares of [C]ommon
[S]tock of the Fund or the propriety of the amount to be paid therefor;
(e) the legality of the declaration of any dividend by the Fund
or the legality of the distribution of any Portfolio Securities as
payment in kind of such dividend; or
(f) any property or moneys of the Fund unless and until received
by it, and any such property or moneys delivered or paid by it pursuant
to the terms hereof.
Moreover, the Bank will not be under any duty or obligation to ascertain
whether any Portfolio Securities at any time delivered to or held by it for the
account of the Fund are such as may properly be held by the Fund under the
provisions of its [Declaration of Trust] or By-Laws, federal or state statutes
or any rule or regulation of any governmental agency.
B. FEES AND EXPENSES OF BANK. The Fund will pay or reimburse the Bank
from time to time for any transfer taxes payable upon transfer of Portfolio
Securities made hereunder, and for all necessary proper disbursements, expenses
and charges made or incurred by the Bank in the performance of this Agreement
(including any duties listed on any Schedule hereto, if any) including any
indemnities for any loss, liabilities or expense to the Bank as provided above.
For the services rendered by the Bank hereunder, the Fund will pay to the Bank
such compensation or fees at such rate and at such times as shall be agreed upon
in writing by the parties from time to time. The Bank will also be entitled to
reimbursement by the Fund for all reasonable expenses incurred in conjunction
with termination of this Agreement by the Fund.
C. ADVANCES BY BANK. The Bank may, in its sole discretion, advance funds
on behalf of the Fund to make any payment permitted by this Agreement upon
receipt of any proper authorization required by this Agreement for such payments
by the Fund. Should such a payment or payments, with advanced funds, result in
an overdraft (due to insufficiencies of the Fund's account with the Bank, or for
any other reason) this Agreement deems any such or related indebtedness, a loan
made by the Bank to the Fund payable on demand and bearing interest at the
current rate charged by the Bank for such loans unless the Fund shall provide
the Bank with agreed upon compensating balances. The Fund agrees that the Bank
shall have a continuing lien and security interest to the extent of any
17
overdraft or indebtedness, in and to any property at any time held by it for the
Fund's benefit or in which the Fund has an interest and which is then in the
Bank's possession or control (or in the possession or control of any third party
acting on the Bank's behalf). The Fund authorizes the Bank, in its sole
discretion, at any time to charge any overdraft or indebtedness, together with
interest due thereon against any balance of account standing to the credit of
the Fund on the Bank's books.
13. TERMINATION.
(a) This Agreement may be terminated at any time without penalty
upon sixty days['] written notice delivered by either party to the other
by means of registered mail, and upon the expiration of such sixty days
this Agreement will terminate; provided, however, that the effective
date of such termination may be postponed to a date not more than ninety
days from the date of delivery of such notice (i) by the Bank in order
to prepare for the transfer by the Bank of all of the assets of the Fund
held hereunder, and (ii) by the Fund in order to give the Fund an
opportunity to make suitable arrangements for a successor custodian. At
any time after the termination of this Agreement, the Fund will, at its
request, have access to the records of the Bank relating to the
performance of its duties as custodian.
(b) In the event of the termination of this Agreement, the Bank
will immediately upon receipt or transmittal, as the case may be, of
notice of termination, commence and prosecute diligently to completion
the transfer of all cash and the delivery of all Portfolio Securities
duly endorsed and all records maintained under Section 11 to the
successor custodian when appointed by the Fund. The obligation of the
Bank to deliver and transfer over the assets of the Fund held by it
directly to such successor custodian will commence as soon as such
successor is appointed and will continue until completed as aforesaid.
If the Fund does not select a successor custodian within ninety (90)
days from the date of delivery of notice of termination the Bank may,
subject to the provisions of subsection (c) of this Section 13, deliver
the Portfolio Securities and cash of the Fund held by the Bank to a bank
or trust company of its own selection which meets the requirements of
Section 17(f)(1) of the Act and has a reported capital, surplus and
undivided profits aggregating not less than $2,000,000, to be held as
the property of the Fund under terms similar to those on which they were
held by the Bank, whereupon such bank or trust company so selected by
the Bank will become the successor custodian of such assets of the Fund
with the same effect as though selected by the Board of Trustees of the
Fund.
(c) Prior to the expiration of ninety (90) days after notice of
termination has been given, the Fund may furnish the Bank with an order
of the Fund advising that a successor custodian cannot be found willing
and able to act upon reasonable and customary terms and that there has
been submitted to the shareholders of the Fund the question of whether
the Fund will be liquidated or will function without a custodian for the
assets of the Fund held by the Bank. In that event the Bank will deliver
the Portfolio Securities and cash of the Fund held by it, subject as
aforesaid, in accordance with one of such alternatives which may be
approved by the requisite vote of
18
shareholders, upon receipt by the Bank of a copy of the minutes of the
meeting of shareholders at which action was taken, certified by the
Fund's Secretary.
14. NOTICES. Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below namely:
(a) In the case of notices sent to the Fund to:
Domini Social Index Portfolio
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) In the case of notices sent to the Bank to:
Investors Bank & Trust Company
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
or at such other place as such party may from time to time designate in
writing.
15. AMENDMENTS. This Agreement may not be altered or amended, except
by an instrument in writing, executed by both parties.
16. PARTIES. This Agreement will be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by the Fund
without the written consent of the Bank or by the Bank without the written
consent of the Fund, authorized and approved by its Board of Trustees; and
provided further that termination proceedings pursuant to Section 13 hereof will
not be deemed to be an assignment within the meaning of this provision.
17. GOVERNING LAW. This Agreement and all performance hereunder will
be governed by the laws of the Commonwealth of Massachusetts.
18. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The term
Domini Social Index [Portfolio] means and refers to the Trustees from time to
time serving under the Declaration of Trust, as the same may subsequently
thereto have been, or subsequently hereto be, amended. It is expressly agreed
that the obligations of the [F]und hereunder shall not be binding upon any of
the Trustees, [s]hareholders, nominees, officers, agents or employees of the
Fund, personally, but bind only the assets and property of the Fund, as provided
in the Declaration of Trust of the Fund. The execution and delivery of this
Agreement has been authorized by the Trustees of the Fund and signed by an
authorized officer of the Fund, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall be deemed
to have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the assets and property of the Fund as
provided [in] its Declaration of Trust.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate and their respective corporate seals to be affixed hereto
as of the date first above written by their respective officers thereunto duly
authorized,
DOMINI SOCIAL INDEX PORTFOLIO
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary
INVESTORS BANK & TRUST COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Vice President
6/11/93
20
