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Exhibit m
AMENDED AND RESTATED
DISTRIBUTION PLAN
AMENDED AND RESTATED DISTRIBUTION PLAN, dated as of May 1, 1990, and
amended and restated as of January 14, 2000, of Domini Social Investment Trust
(formerly, "Domini Social Equity Fund"), a Massachusetts business trust (the
"Trust").
W I T N E S S E T H:
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WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act");
WHEREAS, the Trust's shares of beneficial interests ("Shares") are divided
into separate series representing interests in separate securities and other
assets;
WHEREAS, the Trust has adopted a distribution plan in accordance with Rule
12b-1 under the 1940 Act ("Rule 12b-1") with respect to its series designated
Domini Social Equity Fund (the "Original Plan") and desires to adopt this
Amended and Restated Distribution Plan (the "Plan") to amend and restate the
Original Plan in its entirety in order to provide that its provisions apply to
the Domini Social Equity Fund, the Domini Social Bond Fund and each other series
of the Trust that adopts this Plan as provided herein (the "Series"); and
WHEREAS, the Trust desires to enter into an amended and restated
distribution agreement (in such form as may from time to time be approved by the
Board of Trustees of the Trust in the manner specified in Rule 12b-1) (the
"Distribution Agreement"), whereby the Distributor named in the Distribution
Agreement (the "Distributor") will provide facilities and personnel and render
services to the Trust in connection with the offering and distribution of the
Shares;
WHEREAS, the Board of Trustees, in considering whether the Trust should
adopt and implement this Plan, has evaluated such information as it deemed
necessary to an informed determination as to whether this Plan should be adopted
and implemented and has considered such pertinent factors it deemed necessary to
form the basis for a decision to use assets of the Trust for such purposes, and
has determined that there is a reasonable likelihood that the adoption and
implementation of this Plan will benefit the Trust and its shareholders.
NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the Trust
as a plan for distribution in accordance with Rule 12b-1, on the following terms
and conditions, and hereby amends and restates the Original Plan as follows:
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1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the offering and
sale of Shares.
2. The Distributor shall, subject to paragraph 3 below, bear all
distribution-related expenses in connection with the services described in
paragraph 1, including without limitation, the compensation of personnel
necessary to provide such services and all costs of travel, office expenses
(including rent and overhead) and equipment.
3. (a) As consideration for all services performed, the Trust may pay the
Distributor a fee at an annual rate not to exceed 0.25% of the average daily net
assets of each Series for its then-current fiscal year in anticipation of, or as
reimbursement for, expenses incurred by the Distributor in connection with the
sale of Shares of that Series such as payments to broker-dealers, banks and
investment advisers who advise shareholders regarding the purchase, sale or
retention of Shares of the Trust, compensation of employees of the Distributor,
advertising expenses and the expenses of printing (excluding typesetting) and
distributing prospectuses and reports used for sales purposes, expenses of
preparing and printing sales literature and other distribution-related expenses.
(b) With respect to any Series other than Domini Social Equity Fund,
the Trust may pay the Distributor a fee, in addition to the fee provided in
paragraph (a) above, at an annual rate which, when added to the amount received
by the Distributor with respect to such Series under paragraph (a) above, will
not exceed 0.25% of the average daily net assets of that Series for its then-
current fiscal year, as compensation for distribution services provided by the
Distributor in connection with the sale of Shares of that Series.
4. The Trust shall pay all fees and expenses of any independent auditor,
legal counsel, administrator, transfer agent, custodian, shareholder servicing
agent, registrar or dividend disbursing agent of each Series, expenses of
distributing and redeeming Shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements reports to governmental officers and commissions and to
shareholders of each Series; expenses connected with the execution, recording
and settlement of portfolio security transactions; insurance premiums; expenses
of calculating the net asset value of Shares; expenses of shareholder meetings;
and expenses relating to the issuance, registration and qualification of Shares.
5. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.
6. The Original Plan having been approved with respect to the Series of
the Trust designated Domini Social Equity Fund by a vote of at least a "majority
of the outstanding voting securities" of that Series and by a vote of the Board
of Trustees and
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vote a majority of the Trustees who are not "interested persons" of the Trust
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreement related to the Plan (the "Qualified Trustees"), this
Plan shall become effective as to Domini Social Equity Fund upon approval by a
vote of the Board of Trustees and vote of a majority of the Qualified Trustees,
such votes to be cast in person at a meeting called for the purpose of voting on
this Plan.
7. This Plan shall become effective as to each Series of the Trust other
than Domini Social Equity Fund upon (a) approval by a vote of at least a
"majority of the outstanding voting securities" of that Series, and (b) approval
by a vote of the Board of Trustees and vote of a majority of the Qualified
Trustees, such votes to be cast in person at a meeting called for the purpose of
voting on this Plan.
8. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the Board of
Trustees and a majority of the Qualified Trustees, such votes to be cast in
person at a meeting called for the purpose of voting on continuance of this
Plan. If such annual approval is not obtained with respect to a Series, this
Plan shall expire as to that Series on the date which is 15 months after the
date of the last approval.
9. This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to increase materially the amount to be spent
for the services described herein shall be effective only upon approval by a
vote of a "majority of the outstanding voting securities" of each applicable
Series, and (b) any material amendment of this Plan shall be effective only upon
approval by a vote of the Board of Trustees and a majority of the Qualified
Trustees, such votes to be cast in person at a meeting called for the purpose of
voting on such amendment. This Plan may be terminated at any time with respect
to any Series by vote of a majority of the Qualified Trustees or by a vote of a
"majority of the outstanding voting securities" of the applicable Series.
10. The Trust and the Distributor each shall provide the Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended under the Plan and the purposes for which such
expenditures were made.
11. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
12. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of a Series' net assets shall be computed in the manner
specified in the Trust's then-current prospectus with respect to that Series for
computation of the net asset value of the Shares of that Series.
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13. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 10 hereof (collectively,
the "Records") for a period of six years from end of the fiscal year in which
such Record was made and each such Record shall be kept in an easily accessible
place for the first two years of said record-keeping.
14. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
15. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
