DOMINI SOCIAL INDEX PORTFOLIO, POS AMI, 1995-11-28

DOMINI SOCIAL INDEX PORTFOLIO
POS AMI, 1995-11-28

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1995
File No. 811-5824
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 6

DOMINI SOCIAL INDEX PORTFOLIO

(Exact Name of Registrant as Specified in Charter)

6 St. James Avenue, Boston, Massachusetts 02116

(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: 617-423-0800

Philip W. Coolidge, 6 St. James Avenue, Boston, Massachusetts 02116

(Name and Address of Agent for Service)

=============================================================================
DSI73C

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DSI73C

EXPLANATORY NOTE

This Registration Statement is being filed by the Registrant pursuant
to Section 8(b) of the Investment Company Act of 1940. However, beneficial
interests in the Registrant are not being registered under the Securities Act of
1933 (the "1933 Act") since such interests will be issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may only
be made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in the Registrant.

<PAGE>

DSI73C
PART A

Responses to Items 1 through 3 and 5-A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.

Item 4. General Description of Registrant.

The Domini Social Index Portfolio (the "Portfolio") is a no-load,
diversified, open-end investment company which was organized as a trust under
the laws of the State of New York on June 7, 1989. Beneficial interests in the
Portfolio will be issued solely in private placement transactions which do not
involve any "public offering" within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "1933 Act"). Investments in the
Portfolio may only be made by investment companies, insurance company separate
accounts, common or commingled trust funds or similar organizations or entities
which are "accredited investors" within the meaning of Regulation D under the
1933 Act. This Registration Statement does not constitute an offer to sell, or
the solicitation of an offer to buy, any security within the meaning of the 1933
Act.

The investment objective of the Portfolio is to provide its investors
with long-term total return which corresponds to the total return performance of
the Domini Social IndexSM (sometimes referred to herein as the "Index"), an
index comprised of stocks selected based upon the Portfolio's social criteria.
There can be no assurance that the Portfolio will achieve its investment
objective.

The Portfolio seeks to achieve its investment objective by investing
its assets in the common stocks comprising the Domini Social Index. The
Portfolio will approximate the weightings of securities held by the Portfolio to
the weightings of the stocks in the Index, except as described below, and will
seek a correlation between the weightings of securities held by the Portfolio
and the weightings of the stocks in the Index of 0.95 or better. A figure of 1.0
would indicate a perfect correlation. As of September 30, 1995, the correlation
between the weightings of securities held by the Portfolio and the weightings of
the stocks in the Index was .99. To the extent practicable, the Portfolio will
attempt to be fully invested. The Portfolio's ability to duplicate the
performance of the Domini Social Index will depend to some extent on the size
and timing of cash flows into and out of the Portfolio as well as the
Portfolio's expenses. Adjustments in the securities holdings of the Portfolio to
accommodate cash flows will track the Domini Social Index to the extent
practicable, but this will result in brokerage expenses.

Social Criteria -- The Domini Social Index is a common stock index
developed and maintained by the Kinder, Lydenberg, Domini & Co., Inc., the
Portfolio's investment adviser ("KLD" or the "Adviser"), comprised of the common
stocks of approximately 400 companies which meet certain social criteria. The
weightings of the stocks comprising the Index are based upon market
capitalization. The criteria used in developing and maintaining the Domini
Social Index involve subjective judgment by the Adviser. The Adviser seeks to
exclude companies which, based on data available to the Adviser, derive more
than 2% of their gross revenues from the sale of military weapons; derive any
revenues from the manufacture of tobacco products or alcoholic beverages; derive
any revenues from gambling enterprises; or own directly or operate nuclear power

<PAGE>

plants or participate in businesses related to the nuclear fuel cycle. In
evaluating stocks for inclusion in the Index, the Adviser considers criteria
such as environmental performance, particularly in taking positive initiatives
in environmental matters; its employee relations; its corporate citizenship; and
the quality of a company's products and its attitudes with regard to consumer
issues. Environmental performance includes a company's record on waste disposal,
toxic emissions, fines or penalties, and efforts in waste and emissions
reductions, recycling, and the use of environmentally beneficial fuels.
Corporate citizenship includes a company's record on philanthropic activities
and its interaction with the communities it affects. Employee relations includes
a company's record with regard to labor matters, its commitment to work place
safety and to equal employment opportunity (reflected, for example, in the
number of women and minorities in executive positions), the breadth, quality and
innovation of its employee benefit programs, and its commitment to provide
employees with a meaningful participation in company profits either through
stock purchase or profit sharing plans.

The Adviser intends to vote proxies of companies included in the
Portfolio consistent with the social criteria used in developing and maintaining
the Index.

Index Management -- The Portfolio is not managed in the traditional
investment sense, since changes in the composition of its securities holdings
are made in order to track the changes in the composition of securities included
in the Index. Moreover, inclusion of a stock in the Domini Social Index does not
imply an opinion by the Adviser as to the merits of that specific stock as an
investment. However, the Adviser believes that enterprises which exhibit a
social awareness, based on the criteria described above, should be better
prepared to meet future societal needs for goods and services and may also be
less likely to incur certain legal liabilities that may be incurred when a
product or service is determined to be harmful, and that such enterprises should
over the longer term be able to provide a positive return to investors.

In selecting stocks for inclusion in the Index:

1. The Adviser evaluated, in accordance with the social criteria
described above, each of the companies the stocks of which comprise the S&P 500.
If a company whose stock was included in the S&P 500 met the Adviser's social
criteria and met the Adviser's further criteria for industry diversification,
financial solvency, market capitalization, and minimal portfolio turnover, it
was included in the Domini Social Index. As of September 30, 1995, of the 500
companies whose stocks comprised the S&P 500, approximately 51% were included in
the Index.

2. The remaining stocks comprising the Domini Social Index (i.e., those
which are not included in the S&P 500) were selected based upon the Adviser's
evaluation of the social criteria described above, as well as upon the Adviser's
criteria for industry diversification, financial solvency, market
capitalization, and minimal portfolio turnover. Because of the social criteria
applied in the selection of stocks comprising the Domini Social Index, industry
sector weighting in the Domini Social Index may vary materially from the
industry weightings in other stock indices, including the S&P 500, and certain
industry sectors will be excluded altogether.

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The component stocks of the S&P 500 are chosen by Standard & Poor's
Corporation ("S&P") solely with the aim of achieving a distribution by broad
industry groupings that approximates the distribution of these groupings in the
New York Stock Exchange common stock population, taken as the assumed model for
the composition of the total market. Construction of the S&P 500 by S&P proceeds
from industry groups to the whole. Since some industries are characterized by
companies of relatively small stock capitalization, the S&P 500 does not
comprise the 500 largest companies listed on the New York Stock Exchange. Not
all stocks included in the S&P 500 are listed on the New York Stock Exchange.
However, the total market value of the S&P 500 as of September 30, 1995
represented 76% of the aggregate market value of common stocks traded on the New
York Stock Exchange.

Inclusion of a stock in the S&P 500 Index in no way implies an opinion
by S&P as to its attractiveness as an investment, nor is S&P a sponsor of or
otherwise affiliated with the Portfolio.

Some of the stocks included in the Domini Social IndexSM may be stocks
of foreign issuers (provided that the stocks are traded in the United States in
the form of American Depositary Receipts or similar instruments the market for
which is denominated in United States dollars). Securities of foreign issuers
may represent a greater degree of risk (i.e., as a result of exchange rate
fluctuation, tax provisions, war or expropriation) than do securities of
domestic issuers.

The weightings of stocks in the Domini Social Index are based on each
stock's relative total market capitalization (i.e., market price per share times
the number of shares outstanding). Because of this weighting, as of September
30, 1995 approximately 38% of the Domini Social Index was comprised of the 20
largest companies in that Index.

The Adviser may exclude from the Domini Social Index stocks issued by
companies which are in bankruptcy or whose bankruptcy the Adviser believes may
be imminent.

The Portfolio intends to readjust its securities holdings periodically
such that those holdings will correspond, to the extent reasonably practicable,
to the Domini Social Index both in terms of composition and weighting. The
timing and extent of adjustments in the holdings of the Portfolio, and the
extent of the correlation of the holdings of the Portfolio with the Domini
Social Index, will reflect the judgment of Mellon Equity Associates ("Mellon
Equity" or the "Manager") as to the appropriate balance between the goal of
correlating the holdings of the Portfolio with the composition of the Index, and
the goals of minimizing transaction costs and keeping sufficient reserves
available for anticipated redemptions of shares. To the extent practicable, the
Portfolio will seek a correlation between the weightings of securities held by
the Portfolio to the weightings of the securities in the Index of 0.95 or
better. Subject to the goal of achieving a 0.95 or better correlation between
the weightings of the securities held by the Portfolio and the weightings of the
securities in the Index, the Manager may slightly overweight and/or underweight
certain holdings of the Portfolio compared to the Index in an effort to enhance
the performance of the Portfolio to help offset the expenses of the Portfolio
and the effect of

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the size and timing of cash flows into and out of the Portfolio. There can be no
assurances, of course, that such portfolio enhancement strategies will be
successful, and the performance of the Portfolio may as a result be worse than
if such strategies were not undertaken. The Board of Trustees of the Portfolio
will receive and review, at least quarterly, a report prepared by the Manager
comparing the performance of the Portfolio with that of the Index, and comparing
the composition and weighting of the Portfolio's holdings with those of the
Index, and will consider what action, if any, should be taken in the event of a
significant variation between the performance of the Portfolio and that of the
Index, or between the composition and weighting of the Portfolio's securities
holdings with those of the stocks comprising the Index. If the correlation
between the weightings of securities held by the Portfolio and the weightings of
the stocks in the Index falls below 0.95, the Board of Trustees will review with
the Manager methods for increasing such correlation, such as through adjustments
in securities holdings of the Portfolio.

The Portfolio may invest cash reserves in short-term debt securities
(i.e., securities having a remaining maturity of one year or less) issued by
agencies or instrumentalities of the United States Government, bankers'
acceptances, commercial paper or certificates of deposit, provided that the
issuer satisfies the Adviser's social criteria. The Portfolio does not currently
intend to invest in direct obligations of the United States Government.
Short-term debt securities purchased by the Portfolio will be rated at least
Prime-1 by Moody's Investors Service, Inc. or A-1 + or A-1 by S&P or, if not
rated, determined to be of comparable quality by the Portfolio's Board of
Trustees. The Portfolio's policy is to hold its assets in such securities
pending readjustment of its holdings of stocks comprising the Domini Social
Index and in order to meet anticipated redemption requests. Such investments are
not intended to be used for defensive purposes in periods of anticipated market
decline.

Frequent changes in the Portfolio's holdings may result from the policy
of attempting to correlate the Portfolio's securities holdings with the
composition of the Index, and the frequency of such changes will increase as the
rate and volume of purchases and redemptions of shares of the Portfolio
increases. The annual portfolio turnover rates of the Portfolio for the fiscal
years ended July 31, 1994 and July 31, 1995 were 8% and 6%, respectively.

The Portfolio's primary consideration in placing securities
transactions with broker-dealers for execution is to obtain, and maintain the
availability of, execution at the most favorable prices and in the most
effective manner possible. The Portfolio will not engage in brokerage
transactions with the Adviser, the Manager or the Administrator or any of their
respective affiliates or any affiliate of the Portfolio. For further discussion
regarding securities trading by the Portfolio, see Part B of this Registration
Statement.

Consistent with applicable regulatory policies, including those of the
Board of Governors of the Federal Reserve System and the Securities and Exchange
Commission, the Portfolio may make loans of its securities to member banks of
the Federal Reserve System and to broker-dealers. Such loans would be required
to be secured continuously by collateral and cash or cash equivalents maintained
on a current basis at an amount at least equal to the market value of the
securities loaned. The Portfolio would have the right to call a loan and obtain
the

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securities loaned at any time on five days' notice. During the existence of a
loan, the Portfolio would continue to collect the equivalent of the dividends
paid by the issuer on the securities loaned and would also receive interest on
investment of cash collateral. The Portfolio may pay finder's and other fees in
connection with securities loans. Loans of securities involve a risk that the
borrower may fail to return the securities or may fail to provide additional
collateral.

Although it has no current intention to do so, the Portfolio may make
short sales of securities or maintain a short position, if at all times when a
short position is open the Portfolio owns an equal amount of such securities, or
securities convertible into such securities.

The approval of the investors in the Portfolio is not required to
change the investment objective or any of the investment policies discussed
above.

Part B of this Registration Statement includes a discussion of other
investment policies and a listing of specific investment restrictions which
govern the investment policies of the Portfolio. Certain of the investment
restrictions listed in Part B of this Registration Statement may not be changed
without the approval of the investors in the Portfolio.

Item 5. Management of the Portfolio.

The Portfolio's Board of Trustees provides broad supervision over the
affairs of the Portfolio. KLD is the investment adviser of the Portfolio. The
address of KLD is 7 Dana Street, Cambridge, Massachusetts 02138. A majority of
the Portfolio's Trustees are not affiliated with KLD. Signature Broker-Dealer
Services, Inc. ("Signature") is the Portfolio's administrator (the
"Administrator"), and supervises the administrative and business affairs of the
Portfolio. The Portfolio's transfer agent and dividend paying agent is Investors
Bank & Trust Company ("IBT"). The address of IBT is 79 Milk Street, Boston,
Massachusetts 02205.

KLD provides advice to the Portfolio pursuant to an Investment Advisory
Agreement (the "Advisory Agreement"). The services provided by the Adviser
consist of determining the stocks to be included in the Index and evaluating, in
accordance with the Adviser's social criteria, debt securities which may be
purchased by the Portfolio. For its services under the Advisory Agreement, the
Adviser receives from the Portfolio a fee accrued daily and paid monthly at an
annual rate equal to 0.05% of the Portfolio's average daily net assets, on an
annualized basis for the Portfolio's then current fiscal year.

"DominiSM" and "Domini Social IndexSM" are service marks of KLD.
Pursuant to an agreement with the Portfolio, the Portfolio will be required to
discontinue use of such service marks if KLD ceases to be the investment adviser
of the Portfolio.

Amy Lee Domini is a principal executive officer of KLD. Ms. Domini is
a Chartered Financial Analyst and has been in the investment field for twenty
years. She has co-authored two books on social investing, Ethical Investing

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(Addison - Wesley, 1986) and The Social Investment Almanac (Henry Holt reference
books, 1992) and is currently a trustee of Loring, Wolcott & Coolidge, a firm of
private trustees. Ms. Domini serves on the Governing Board of the Interfaith
Center on Corporate Responsibility and is a former member of the Board of the
National Association of Community Development Loan Funds. She is a member of
both the Committee on Trust Funds and the Church Pension Fund at the Episcopal
Church (USA). Ms Domini has wanted to promote both shareholder activism and
community development investing which, in combination with the integration of
social criteria into investment decisions, in her view serve to encourage the
business community to accept more responsibility for its impact on society.

Peter D. Kinder, president of KLD, received his training as a lawyer
and has practiced in both the public and private sectors with a particular
emphasis on administrative law. He co-authored Law and Business (McGraw-Hill,
1990 [3d ed.]), Ethical Investing (Addison-Wesley, 1986) and The Social
Investment Almanac (Henry Holt Reference Books, 1992). As a member of the Board
of the Social Investment Forum, Mr. Kinder participated in the Forum's CERES
Project which developed the Valdez Principles proposing environmental standards
to be adopted by U.S. corporations.

Steven D. Lydenberg, Director of Research of KLD, has been active in
social research for nineteen years. For twelve years he served the Council on
Economic Priorities, ultimately as Director of Corporate Accountability
Research. From 1987 to 1989, Mr. Lydenberg was an investment associate with
Franklin Research and Development, where he edited Franklin's newsletter,
Investing for a Better World. Mr. Lydenberg has authored numerous publications
on issues of corporate social responsibility, including Rating America's
Corporate Conscience (Addison-Wesley, 1986) and The Social Investment Almanac
(Henry Holt Reference Books, 1992), as well as co-authored Investing for Good
(Herbert Collins, 1993).
He is a Chartered Financial Analyst.

Mellon Equity manages the Portfolio on a day-to-day basis pursuant to
an Investment Management Agreement (the "Management Agreement"). Mellon Equity
does not determine the composition of the Domini Social Index.

Prior to November 21, 1994, the investment manager of the Portfolio was
State Street Bank and Trust Company (the "Former Manager"). For the fiscal year
ended July 31, 1994, the Former Manager voluntarily waived a portion of its
management fees and was paid investment management fees equal to 0.07% of the
average daily net assets of the Portfolio. On October 5, 1994 the Portfolio
notified the Former Manager of its intent to terminate the investment management
agreement between the Portfolio and the Former Manager (the "Former Agreement").

The Board of Trustees of the Portfolio has authorized the Portfolio to
enter into a new investment management agreement (the "Management Agreement")
with Mellon Equity, pursuant to which Mellon Equity assumed responsibilities for
the management of the Portfolio's assets on November 21, 1994. Except for the
investment management fee to be paid thereunder, the terms and conditions of the
Management Agreement are not substantially different from the terms and
conditions of the Former Agreement. Under the Management Agreement, the
Portfolio will pay Mellon Equity an investment management fee equal on an annual
basis to the following percentages of the Portfolio's average daily net assets
for its

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then-current fiscal year: 0.10% of assets up to $50 million; 0.30% of assets
between $50 million and $100 million; 0.20% of assets between $100 million and
$500 million; and 0.15% of assets over $500 million.

Mellon Equity is a Pennsylvania business trust whose sole beneficiary
is MBC Investment Corporation, a wholly-owned subsidiary of Mellon Bank
Corporation. Mellon Equity has been registered as an investment adviser under
the Investment Advisers Act of 1940 since 1986. Prior to 1987, the Manager was
part of the Equity Management Group of Mellon Bank Corporation's Trust and
Investment Department, which has managed pension assets since 1947.

As of September 30, 1995, the Manager had approximately $7.6 billion in
assets under management.

Mellon Equity believes that the performance of investment management
services for the Portfolio will not violate the Glass-Steagall Act or other
applicable banking laws or regulations. However, future statutory or regulatory
changes, as well as future judicial or administrative decisions and
interpretations of present and future statutes and regulations, could prevent
Mellon Equity from continuing to perform such services for the Portfolio. If
Mellon Equity were prohibited from acting as investment manager to the
Portfolio, it is expected that the Trustees would recommend to shareholders
approval of a new investment management agreement with another qualified
investment manager selected by the Trustees, or that the Trustees would
recommend other appropriate action.

The Portfolio has adopted an Administrative Services Plan which
provides that the Portfolio may obtain the services of an administrator, a
transfer agent and a custodian, and may enter into agreements providing for the
payment of fees for such services. Pursuant to an Administrative Services
Agreement (the "Administrative Agreement"), Signature provides the Portfolio
with general office facilities and supervises the overall administrative and
business affairs of the Portfolio, including, among other responsibilities, the
negotiation of contracts and fees with, and the monitoring of performance and
billings of, the independent contractors and agents of the Portfolio; the
preparation and filing of all documents required for compliance by the Portfolio
with applicable laws and regulations; and arranging for the maintenance of books
and records of the Portfolio. Signature provides persons satisfactory to the
Board of Trustees of the Portfolio to serve as officers of the Portfolio. Such
officers, as well as certain other employees and Trustees of the Portfolio, may
be directors, officers or employees of Signature or its affiliates. For these
services and facilities, Signature receives from the Portfolio fees computed and
paid monthly at an annual rate equal to 0.05% of the average daily net assets of
the Portfolio, in each case on an annualized basis for the Portfolio's
then-current fiscal year.

The Portfolio pays all of its expenses, including the compensation of
its Trustees who are not affiliated with Signature; governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute allocable to
the Portfolio; fees and expenses of independent auditors, of legal counsel and
of any transfer agent, custodian, registrar or dividend disbursing agent of the
Portfolio; insurance premiums; expenses of calculating the net asset value of
and the net income on the Portfolio; expenses connected with the execution,
recording and settlement of security transactions; fees and expenses of the
custodian for

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all services to the Portfolio, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of preparing and mailing
reports to investors and to governmental offices and commissions; and the
advisory fees payable to the Adviser and the administrative fees payable to the
Administrator.

Item 6. Capital Stock and Other Securities.

Investments in the Portfolio have no preemptive or conversion rights
and are fully paid and nonassessable, except as set forth below. The Portfolio
is not required and has no current intention to hold annual meetings of
investors, but the Portfolio will hold special meetings of investors when in the
judgment of the Trustees it is necessary or desirable to submit matters for an
investor vote. Investors have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified number of shareholders) the right to communicate with other investors
in connection with requesting a meeting of investors for the purpose of removing
one or more Trustees. Investors also have the right to remove one or more
Trustees without a meeting by a declaration in writing by a specified number of
investors. Upon liquidation of the Portfolio, investors would be entitled to
share pro rata in the net assets of the Portfolio available for distribution to
investors.

The Portfolio reserves the right to create and issue any number of
series, in which case investments in each series would participate equally in
the earnings, dividends and assets of the particular series. Currently, the
Portfolio has only one series.

The Portfolio is organized as a trust under the laws of the State of
New York. Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Each investor is entitled to a vote in
proportion to the amount of its investment in the Portfolio. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of his investment at any time at net asset value. Investors in the
Portfolio (e.g., investment companies, insurance company separate accounts and
common and commingled trust funds) will each be liable for all obligations of
the Portfolio. However, the risk of an investor in the Portfolio incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Portfolio itself was unable to meet
its obligations.

The net income of the Portfolio is determined each day on which the New
York Stock Exchange is open for trading ("Fund Business Day") (and on such other
days as are deemed necessary in order to comply with Rule 22c-1 under the
Investment Company Act of 1940 (the "1940 Act")). This determination is made
once during each such day as of 4:00 p.m., Eastern time. All the net income of
the Portfolio, as defined below, so determined is allocated pro rata among the

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investors in the Portfolio at the time of such determination. For this purpose,
the net income of the Portfolio (from the time of the immediately preceding
determination thereof) shall consist of (i) all income accrued, less the
amortization of any premium, on the assets of the Portfolio, less (ii) all
actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. Interest income includes discount
earned (including both original issue and market discount) on discount paper
accrued ratably to the date of maturity and any net realized gains or losses on
the assets of the Portfolio.

Each investor in the Portfolio may add to or reduce its investment in
the Portfolio on each Fund Business Day. At 4:00 p.m., Eastern time, on each
Fund Business day, the value of each investor's beneficial interest in the
Portfolio will be determined by multiplying the net asset value of the Portfolio
by the percentage, effective for that day, that represents that investor's share
of the aggregate beneficial interests in the Portfolio. Any additions or
withdrawals, which are to be effected on that day, will then be effected. The
investor's percentage of the aggregate beneficial interests in the Portfolio
will then be re-computed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of 4:00 p.m., Eastern time, on such day plus or minus, as the case may be,
the amount of any additions to or withdrawals from the investor's investment in
the Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of 4:00 p.m., Eastern time, on
such day plus or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in the Portfolio by all investors
in the Portfolio. The percentage so determined will then be applied to determine
the value of the investor's interest in the Portfolio as of 4:00 p.m., Eastern
time, on the following Fund Business Day.

The end of the Portfolio's fiscal year is July 31.

Under the anticipated method of operation of the Portfolio, the
Portfolio will not be subject to any income tax. However, each investor in the
Portfolio will be taxable on its share (as determined in accordance with the
governing instruments of the Portfolio) of the Portfolio's ordinary income and
capital gains in determining its income tax liability. The determination of such
share will be made in accordance with the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.

It is intended that the Portfolio's assets, income and distributions
will be managed in such a way that an investor in the Portfolio will be able to
satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986,
as amended, assuming that the investor invested all of its assets in the
Portfolio.

Investor inquiries may be directed to Signature at 6 St. James Avenue,
Boston, Massachusetts 02116, (617) 423-0800.

Item 7. Purchase of Securities.

Beneficial interests in the Portfolio will be issued solely in private
placement transactions which do not involve any "public offering" within the

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meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may only
be made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security within the meaning of the 1933
Act.

An investment in the Portfolio may be made without a sales load. All
investments are made at net asset value next determined after an order is
received by the Portfolio. The net asset value of the Portfolio is determined on
each Fund Business Day.

Since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).

The Portfolio reserves the right to cease accepting investments at any
time or to reject any investment order.

The exclusive placement agent for the Portfolio is Signature. The
principal business address of Signature is 6 St. James Avenue, Boston,
Massachusetts 02116. Signature receives no additional compensation for serving
as the exclusive placement agent for the Portfolio.

Item 8. Redemption or Repurchase.

An investor in the Portfolio may withdraw all or any portion of its
investment at any time at the net asset value next determined after a withdrawal
request in proper form is furnished by the investor to the Portfolio. The
proceeds of a withdrawal will be paid by the Portfolio in federal funds normally
on the Fund Business Day the withdrawal is effected, but in any event within
seven days. Investments in the Portfolio may not be transferred.

The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any period in which the New York Stock Exchange is closed (other than
weekends or holidays) or trading on such Exchange is restricted, or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.

Item 9. Pending Legal Proceedings.

Not applicable

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DSI73C
PART B

Item 10. Cover Page.

Not applicable.

Item 11. Table of Contents.

Page

General Information and History.................. B-1
Investment Objectives and Policies............... B-1
Management of the Portfolio...................... B-7
Control Persons and Principal Holders
of Securities.................................. B-9
Investment Advisory, Management and Other
Services....................................... B-9
Portfolio Transactions and Brokerage Commissions. B-12
Capital Stock and Other Securities............... B-14
Purchase, Redemption and Pricing of Securities... B-15
Tax Status....................................... B-17
Underwriters..................................... B-18
Calculations of Performance Data................. B-18
Financial Statements............................. B-18

Item 12. General Information and History.

Not applicable.

Item 13. Investment Objectives and Policies.

The investment objective of the Portfolio is to provide its investors
with long-term total return which corresponds to the total return performance of
the Domini Social Index (sometimes referred to herein as the "Index"), an index
comprised of stocks selected based upon the Portfolio's social criteria. There
can be no assurance that the Portfolio will achieve its investment objective.

The following supplements the information concerning the investment
policies of the Portfolio contained in Part A and should read only in
conjunction therewith.

A company which is not included in the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500") may be included in the Index primarily in
order to afford representation to an industrial sector which would otherwise be
under- represented in the Index. Because of the social criteria applied in the
selection of stocks comprising the Index, industry sector weighting in the Index
may vary materially from the industry weightings in other stock indices,
including the S&P 500.

The Portfolio does not purchase securities which the Portfolio
believes, at the time of purchase, will be subject to exchange controls or
foreign withholding taxes; however, there can be no assurance that such laws may
not become applicable to certain of the Portfolio's investments. In the event
unforeseen exchange controls or foreign withholding taxes are imposed with

<PAGE>

respect to any of the Portfolio's investments, the effect may be to reduce the
income received by the Portfolio on such investments.

Although the Portfolio has no current intention to do so, the Portfolio
may invest in securities which may be resold pursuant to Rule 144A under the
1933 Act.

It is a fundamental policy of the Portfolio that Portfolio may not
invest more than 25% of the total assets of the Portfolio in any one industry,
and the Portfolio may and would invest more than 25% of its assets in an
industry if stocks in that industry were to comprise more than 25% of the Domini
Social Index. Based on the current composition of the Index, this is considered
highly unlikely. If the Portfolio were to concentrate its investments in a
single industry, the Portfolio would be more susceptible to any single economic,
political or regulatory occurrence than would be another investment company
which was not so concentrated.

LOANS OF SECURITIES: The Portfolio may lend its securities to brokers,
dealers and financial institutions, provided that (1) the loan is secured
continuously by collateral consisting of U.S. Government securities or cash or
letters of credit which is marked to the market daily to ensure that each loan
is fully collateralized at all times; (2) the Portfolio may at any time call the
loan and obtain the return of the securities loaned within five business days;
(3) the Portfolio will receive any interest or dividends paid on the securities
loaned; and (4) the aggregate market value of securities loaned will not at any
time exceed 30% of the total assets of the Portfolio.

The Portfolio will earn income for lending its securities because cash
collateral pursuant to these loans will be invested in short-term money market
instruments. Loans of securities involve a risk that the borrower may fail to
return the securities or may fail to provide additional collateral.

In connection with lending securities, the Portfolio may pay reasonable
finders, administrative and custodial fees. No such fees will be paid to any
person if it or any of its affiliates is affiliated with the Portfolio, the
Adviser or the Manager.

Although the Portfolio reserves the right to lend its securities, it
has no current intention of doing so in the foreseeable future.

RISK FACTORS INVOLVED IN OPTION CONTRACTS: Although it has no current
intention to do so, the Portfolio may in the future enter into certain
transactions in stock options for the purpose of hedging against possible
increases in the value of securities which are expected to be purchased by the
Portfolio or possible declines in the value of securities which are expected to
be sold by the Portfolio. Generally, the Portfolio would only enter into such
transactions on a short-term basis pending readjustment of its holdings of
underlying stocks.

The purchase of an option on an equity security provides the holder
with the right, but not the obligation, to purchase the underlying security, in
the case of a call option, or to sell the underlying security, in the case of a
put

B-2

<PAGE>

option, for a fixed price at any time up to a stated expiration date. The holder
is required to pay a non-refundable premium, which represents the purchase price
of the option. The holder of an option can lose the entire amount of the
premium, plus related transaction costs, but not more. Upon exercise of the
option, the holder is required to pay the purchase price of the underlying
security in the case of a call option, or deliver the security in return for the
purchase price in the case of a put option.

Prior to exercise or expiration, an option position may be terminated
only by entering into a closing purchase or sale transaction. This requires a
secondary market on the exchange on which the position was originally
established. While the Portfolio would establish an option position only if
there appears to be a liquid secondary market therefor, there can be no
assurance that such a market will exist for any particular option contract at
any specific time. In that event, it may not be possible to close out a position
held by the Portfolio, and the Portfolio could be required to purchase or sell
the instrument underlying an option, make or receive a cash settlement or meet
ongoing variation margin requirements. The inability to close out option
positions also could have an adverse impact on the Portfolio's ability
effectively to hedge its portfolio.

Each exchange on which option contracts are traded has established a
number of limitations governing the maximum number of positions which may be
held by a trader, whether acting alone or in concert with others. The Adviser
does not believe that these trading and position limits would have an adverse
impact on the possible use of hedging strategies by the Portfolio.

The approval of the investors in the Portfolio is not required to
change the investment objective or any of the investment policies discussed
above, including those concerning security transactions.

INVESTMENT RESTRICTIONS: The Portfolio has adopted the following
policies which may not be changed without approval by holders of a "majority of
the outstanding shares" of the Portfolio, which as used in this Registration
Statement means the vote of the lesser of (i) 67% or more of the beneficial
interest in the Portfolio present at a meeting, if the holders or more than 50%
of the beneficial interest in the Portfolio are present or represented by proxy,
or (ii) more than 50% of the beneficial interest in the Portfolio.

The Portfolio may not:

(1) borrow money, except that as a temporary measure for extraordinary
or emergency purposes it may borrow an amount not to exceed 1/3 of the current
value of its net assets, including the amount borrowed (moreover the Portfolio
may not purchase any securities at any time at which borrowings exceed 5% of the
total assets of the Portfolio, taken at market value) (it is intended that the
Portfolio would borrow money only from banks and only to accommodate requests
for the withdrawal of all or a portion of a beneficial interest in the Portfolio
while effecting an orderly liquidation of securities); for additional related
restrictions, see clause (i) under the caption "Non-Fundamental State and
Federal Restrictions" below;

B-3

<PAGE>

(2) purchase any security or evidence of interest therein on margin,
except that the Portfolio may obtain such short-term credit as may be necessary
for the clearance of purchases and sales of securities and except that the
Portfolio may make deposits of initial deposit and variation margin in
connection with the purchase, ownership, holding or sale of options;

(3) write any put or call option or any combination thereof, provided
that this shall not prevent (i) the purchase, ownership, holding or sale of
warrants where the grantor of the warrants is the issuer of the underlying
securities, or (ii) the purchase, ownership, holding or sale of options on
securities;

(4) underwrite securities issued by other persons, except insofar as
the Portfolio may technically be deemed an underwriter under the 1933 Act in
selling a security;

(5) make loans to other persons except (a) through the lending of its
securities and provided that any such loans not exceed 30% of the Portfolio's
total assets (taken at market value), or (b) through the use of repurchase
agreements or the purchase of short term obligations and provided that not more
than 10% of the Portfolio's total assets will be invested in repurchase
agreements maturing in more than seven days; for additional related
restrictions, see paragraph (6) immediately following;

(6) invest in securities which are subject to legal or contractual
restrictions on resale (other than repurchase agreements maturing in not more
than seven days and other than securities which may be resold pursuant to Rule
144A under the 1933 Act if the Board of Trustees determines that a liquid market
exists for such securities) if, as a result thereof, more than 10% of its net
assets (taken at market value) would be so invested (including repurchase
agreements maturing in more than seven days);

(7) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts in
the ordinary course of business (the Portfolio reserves the freedom of action to
hold and to sell real estate acquired as a result of the ownership of securities
by the Portfolio);

(8) make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 5% of the
Portfolio's net assets (taken at market value) is held as collateral for such
sales at any one time (it is the present intention of the Portfolio to make such
sales only for the purpose of deferring realization of gain or loss for federal
income tax purposes);

(9) issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, except as appropriate to evidence a debt
incurred without violating paragraph (1) above;

B-4

<PAGE>

(10) as to 75% of its assets, purchase securities of any issuer if such
purchase at the time thereof would cause more than 5% of the Portfolio's assets
(taken at market value) to be invested in the securities of such issuer (other
than securities or obligations issued or guaranteed by the United States or any
agency or instrumentality of the United States), except that for purposes of
this restriction the issuer of an option shall not be deemed to be the issuer of
the security or securities underlying such contract; or

(11) invest more than 25% of its assets in any one industry unless the
stocks in a single industry were to comprise more than 25% of the Domini Social
Index, in which case the Portfolio will invest more than 25% of its assets in
that industry.

NON-FUNDAMENTAL STATE AND FEDERAL RESTRICTIONS: In order to comply with
certain state and federal statutes and policies, the Portfolio will not as a
matter of operating policy:

(i) borrow money for any purpose in excess of 10% of the total assets of the
Portfolio (taken in each case at cost) (moreover, the Portfolio will not
purchase any securities at any time at which borrowings exceed 5% of its total
assets (taken at market value)),

(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of the net
assets of the Portfolio (taken in each case at market value), provided that
collateral arrangements with respect to options, including deposits of initial
deposit and variation margin, are not considered a pledge of assets for purposes
of this restriction,

(iii) sell any security which it does not own unless by virtue of its ownership
of other securities it has at the time of sale a right to obtain securities,
without payment of further consideration, equivalent in kind and amount to the
securities sold, and provided that if such right is conditional the sale is made
upon the same conditions,

(iv) invest for the purpose of exercising control or management,

(v) purchase securities issued by any registered investment company except by
purchase in the open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission, or
except when such purchase, though not made in the open market, is part of a plan
of merger or consolidation; provided, however, that the Portfolio will not
purchase the securities of any registered investment company if such purchase at
the time thereof would cause more than 10% of the total assets of the Portfolio
(taken at the greater of cost or market value) to be invested in the securities
of such issuers or would cause more than 3% of the outstanding voting securities
of any such issuer to be held by the Portfolio; and provided, further, that the
Portfolio shall not purchase securities issued by any open-end investment
company,

(vi) invest more than 10% of the net assets of the Portfolio (taken at the
greater of cost or market value), in securities (excluding Rule 144A securities)
that are restricted as to resale under the 1933 Act,

B-5

<PAGE>

(vii) invest more than 15% of the net assets of the Portfolio (taken at the
greater of cost or market value), (a) in securities that are restricted as to
resale by the 1933 Act (including Rule 144A securities), and (b) in securities
that are issued by issuers which (including the period of operation of any
predecessor company or unconditional guarantor of such issuer) have been in
operation less than three years, provided, however, that no more than 5% of the
net assets of the Fund or the Portfolio, respectively, are invested in
securities issued by issuers which (including predecessors) have been in
operation less than three years,

(viii) purchase puts, calls, straddles, spreads and any combination thereof if
the value of its aggregate investment in such securities will exceed 5% of the
Portfolio's total assets at the time of such purchase,

(ix) purchase securities of any issuer if such purchase at the time thereof
would cause it to hold more than 10% of any class of securities of such issuer,
for which purposes all indebtedness of an issuer shall be deemed a single class
and all preferred stock of an issuer shall be deemed a single class, except that
option contracts shall not be subject to this restriction,

(x) purchase or retain any securities issued by an issuer any of whose officers,
directors, trustees or security holders is an officer or Trustee of the
Portfolio or is an officer or director of the Adviser or the Manager, if after
the purchase of the securities of such issuer by the Portfolio one or more of
such persons owns beneficially more than 1/2 of 1% of the shares or securities,
or both, all taken at market value, of such issuer, and such persons owning more
than 1/2 of 1% of such shares or securities together own beneficially more than
5% of such shares or securities, or both, all taken at market value,

(xi) invest more than 5% of the Portfolio's net assets in warrants (valued at
the lower of cost or market), but not more than 2% of the Portfolio's net assets
may be invested in warrants not listed on the New York Stock Exchange Inc. or
the American Stock Exchange, or

(xii) make short sales of securities or maintain a short position, unless at all
times when a short position is open, the Portfolio owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue and equal in amount
to the securities sold short, and unless not more than 10% of the Portfolio's
net assets (taken at market value) is represented by such securities, or
securities convertible into or exchangeable for such securities, at any one time
(the Portfolio has no current intention to engage in short selling).

Restrictions (i) through (xii) are not fundamental and may be changed
by the Portfolio without the approval of its investors in response to changes in
the various state and federal requirements.

PERCENTAGE AND RATING RESTRICTIONS: If a percentage restriction or
rating restriction on investment or utilization of assets set forth above or
referred to in Part A is adhered to at the time an investment is made or assets
are so utilized, a later change in percentage resulting from changes in the
value of the securities held by the Portfolio or a later change in the rating of
a security

B-6

<PAGE>

held by the Portfolio will not be considered a violation of policy; provided
that if at any time the ratio of borrowings of the Portfolio to the net asset
value of the Portfolio exceeds the ratio permitted by Section 18(f) of the 1940
Act, the Portfolio will take the corrective action required by Section 18(f).

Item 14. Management of the Portfolio.

The Trustees and officers of the Portfolio and their principal
occupations during the past five years are set forth below. Their titles may
have varied during that period. Asterisks indicate that those Trustees and
officers are "interested persons" (as defined in the 1940 Act) of the Portfolio.
Unless otherwise indicated below, the address of each Trustee and officer is 6
St. James Avenue, Boston, Massachusetts 02116.

Trustees

AMY LEE DOMINI* -- Chair and Trustee of the Portfolio; Officer of Kinder,
Lydenberg, Domini & Co., Inc.; Trustee, Loring, Wolcott & Coolidge (since 1987).

PHILIP W. COOLIDGE* -- President and Trustee of the Portfolio; Chief Executive
Officer, Signature Financial Group, Inc. ("SFG") (since December, 1988).

ALLEN M. MAYES -- 7985 Willow Creek Drive, Beaumont, Texas 77707; Trustee of the
Portfolio; Senior Associate General Secretary of the General Board of Pensions
of the United Methodist Church (since May, 1982); Member of the Board of
Directors of Investor Responsibility Research Center (since January, 1989);
Member of Board of Trustees of Wiley College (since November, 1969).

TIMOTHY SMITH -- 475 Riverside Drive, New York, New York 10115; Trustee of the
Portfolio; Executive Director of the Interfaith Center on Corporate
Responsibility (since 1974).

FREDERICK C. WILLIAMSON -- Five Roger Williams Green, Providence, Rhode Island
02904; Trustee of the Portfolio; Treasurer of Rhode Island Group Health
Association (HMO) (since 1977); Trustee of National Trust for Historic
Preservation (since 1980); Chairman of Rhode Island Localities Cash Trust (since
1986); Trustee of National Parks and Conservation Association (since 1986).

Each Trustee is paid an annual fee as follows for serving as Trustee of
the Portfolio and is reimbursed for expenses incurred in connection with service
as a Trustee. The compensation paid to the Trustees for the fiscal year ended
July 31, 1995 is set forth below. The Trustees may hold various other
directorships unrelated to the Portfolio.

B-7

<PAGE>
Pension or
Retirement
Benefits Total
Aggregate Accrued as Annual Compensation
Compensation Part of Benefits from
from the Portfolio upon the
Portfolio Expenses Retirement Portfolio

Amy L. Domini*, None None None None
Chair and Trustee

Philip W. Coolidge*, None None None None
President and Trustee

Allen M. Mayes, $1,200 None None $1,200
Trustee

Timothy Smith, $1,200 None None $1,200
Trustee

Frederick C. Williams, $1,200 None None $1,200
Trustee

Officers

PETER D. KINDER -- Vice President of the Portfolio; Officer of Kinder,
Lydenberg, Domini & Co., Inc. (since March, 1988).

STEVEN D. LYDENBERG -- Vice President of the Portfolio; Director of Research of
Kinder, Lydenberg, Domini & Co., Inc. (since January, 1990).

JOHN R. ELDER -- Treasurer; Vice President, SFG (since April, 1995); Treasurer,
Phoenix Family of Mutual Funds (prior to April, 1995); Audit Manager, Price
Waterhouse (prior to 1983).

THOMAS M. LENZ -- Secretary; Vice President and Associate General Counsel, SFG
(since November, 1989); Assistant Secretary, Signature (since February, 1991).

DAVID G. DANIELSON -- Assistant Treasurer; Assistant Manager, SFG (since May
1991); Graduate Student, Northeastern University (from April 1990 to March
1991).

LINDA T. GIBSON -- Assistant Secretary; Legal Counsel and Assistant Secretary,
SFG (since June, 1991); Assistant Secretary, Signature (since November, 1992);
law student, Boston University School of Law (prior to May, 1992).

JAMES S. LELKO -- Assistant Treasurer; Assistant Manager, SFG (since January
1993); Senior Tax Compliance Accountant, Putnam Companies (since prior to
December 1992).

MOLLY S. MUGLER -- Assistant Secretary; Legal Counsel and Assistant Secretary,
SFG (since December, 1988); Assistant Secretary, Signature (since April, 1989).

BARBARA M. O'DETTE -- Assistant Treasurer; Assistant Treasurer, SFG (since
December, 1988) and Signature (since April, 1989).

ANDRES E. SALDANA -- Assistant Secretary; Legal Counsel and Assistant Secretary,
SFG (since November, 1992); Assistant Secretary, Signature (since September,
1993); Attorney, Ropes & Gray (September, 1990 to November, 1992).

B-8

<PAGE>

DANIEL E. SHEA -- Assistant Treasurer; Assistant Manager of Fund Administration,
SFG since November 1993; Supervisor and Senior Technical Advisor, Putnam
Investments, since prior to 1990.

Messrs. Coolidge, Elder, Lenz, Danielson, Lelko, Saldana and Shea and
Mss. Gibson, Mugler and O'Dette also hold similar positions for other investment
companies for which Signature or an affiliate serves as the principal
underwriter.

The Portfolio's Declaration of Trust provides that it will indemnify
its Trustees and officers (the "Indemnified Parties") against liabilities and
expenses incurred in connection will litigation in which they may be involved
because of their offices with the Portfolio, unless, as to liability to the
Portfolio or its investors, it is finally adjudicated that the Indemnified
Parties engaged in wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in their offices, or unless with respect to any
other matter it is finally adjudicated that the Indemnified Parties did not act
in good faith in the reasonable belief that their actions were in the best
interests of the Portfolio. In the case of settlement, such indemnification will
not be provided unless it has been determined by a court or other body approving
the settlement or other disposition, or by a reasonable determination, based
upon a review of readily available facts, by vote of a majority of disinterested
Trustees or in a written opinion of independent counsel, that such Indemnified
Parties have not engaged in wilful misfeasance, bad faith, gross negligence or
reckless disregard of their duties.

Item 15. Control Persons and Principal Holders of Securities.

Other than initial seed capital investment, the Domini Social Equity
Fund (the "Fund") is the only investor, as of the date hereof, in the Portfolio.

Item 16. Investment Advisory, Management and Other Services.

KLD provides advice to the Portfolio pursuant to an Investment Advisory
Agreement (the "Advisory Agreement"). The services provided by the Adviser
consist of determination of the stocks to be included in the Index and
evaluating, in accordance with the Adviser's social criteria, debt securities
which may be purchased by the Portfolio. The Adviser furnishes at its own
expense all services, facilities and personnel necessary in connection with
managing the Portfolio's investments and effecting securities transactions for
the Portfolio. The Advisory Agreement will continue in effect indefinitely if
such continuance is specifically approved at least annually by the Portfolio's
Board of Trustees or by a majority vote of the investors in the Portfolio at a
meeting called for the purpose of voting on the Advisory Agreement (with the
vote of each being in proportion to the amount of their investment), and, in
either case, by a majority of the Portfolio's Trustees who are not parties to
the Advisory Agreement or interested persons of any such party, at a meeting
called for the purpose of voting on the Advisory Agreement.

For the fiscal years ended July 31, 1993, 1994 and 1995, the Adviser
voluntarily waived all of its advisory fees.

B-9

<PAGE>

The Advisory Agreement provides that the Adviser may render services to
others. The Advisory Agreement is terminable without penalty on not more than 60
days' nor less than 30 days' written notice by the Portfolio when authorized
either by majority vote of the investors in the Portfolio (with the vote of each
being in proportion to the amount of their investment) or by a vote of a
majority of its Board of Trustees, or by the Adviser, and will automatically
terminate in the event of its assignment. The Advisory Agreement provides that
neither the Adviser not its personnel shall be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for any act
or omission in the execution of security transactions for the Portfolio, except
for wilful misfeasance, bad faith or gross negligence or reckless disregard of
its or their obligations and duties under the Advisory Agreement.

Mellon Equity manages the assets of the Portfolio pursuant to an
Investment Management Agreement (the "Management Agreement"). The Manager
furnishes at its own expense all services, facilities and personnel necessary in
connection with managing the Portfolio's investments and effecting securities
transactions for the Portfolio. The Management Agreement will continue in effect
if such continuance is specifically approved at least annually by the
Portfolio's Board of Trustees or by a majority vote of the investors in the
Portfolio at a meeting called for the purpose of voting on the Management
Agreement (with the vote of each being in proportion to the amount of their
investment), and, in either case, by a majority of the Portfolio's Trustees who
are not parties to the Management Agreement or interested persons of any such
party, at a meeting called for the purpose of voting on the Management
Agreement.

Prior to November 21, 1994, State Street Bank and Trust Company (the
"Former Manager") served as investment manager to the Portfolio. For the fiscal
year ended July 31 1993, the Former Manager voluntarily waived all of its
management fees. For the fiscal years ended July 31, 1994, the Portfolio
incurred $16,986 in management fees to the Former Manager. For the period August
1, 1994 through November 20, 1994, the Portfolio incurred $10,180 in management
fees to the Former Manager. For the period November 21, 1994 through July 31,
1995, the Portfolio incurred $29,409 in management fees to the Manager.

The Management Agreement provides that the Manager may render services
to others. The Management Agreement is terminable without penalty upon not more
than 60 days' nor less than 30 days' written notice by the Portfolio when
authorized either by majority vote of the investors in the Portfolio (with the
vote of each being in proportion to the amount of their investment) or by a vote
of the majority of its Board of Trustees, or by the Manager, and will
automatically terminate in the event of its assignment. The Management Agreement
provides that neither the Manager nor its personnel shall 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 its services to the Portfolio, except
for wilful misfeasance, bad faith or gross negligence or reckless disregard for
its or their obligations and duties under the Management Agreement.

The Administrative Services Agreement provides that Signature may
render administrative services to others. The Administrative Services Agreement
terminates automatically if it is assigned and may be terminated without penalty
by majority vote of the investors in the Portfolio (with the vote of each being
in proportion to the amount of their investment) or by either party on not more

B-10

<PAGE>

than 60 days' nor less than 30 days' written notice. The Administrative Services
Agreement also provides that neither Signature, as the Administrator, nor its
personnel shall be liable for any error of judgment or mistake of law or for any
act or omission in the administration or management of the Portfolio, except for
wilful misfeasance, bad faith or gross negligence in the performance of its or
their duties or by reason of reckless disregard of its or their obligations and
duties under the Administrative Services Agreement. For the fiscal years ended
July 31, 1993, 1994 and 1995, the Administrator voluntarily waived all of its
fees. Signature is a wholly owned subsidiary of Signature Financial Group, Inc.

The Portfolio has adopted an Administrative Services Plan (the
"Administrative Plan") which provides that the Portfolio may obtain the services
of an administrator, a transfer agent and a custodian, and may enter into
agreements providing for the payment of fees for such services.

The Administrative Plan will continue in effect indefinitely if such
continuance is specifically approved at least annually by a vote of both a
majority of the Portfolio's Trustees and a majority of the Portfolio's Trustees
who are not "interested persons" of the Portfolio and who have no direct or
indirect financial interest in the operation of the Administrative Plan or in
any agreement related to such Plan ("Qualified Trustees"). The Administrative
Plan requires that the Portfolio shall provide to the Board of Trustees and the
Board of Trustees shall review, at least quarterly, a written report of the
amounts expended (and the purposes therefor) under the Administrative Plan. The
Administrative Plan may be terminated at any time by a vote of a majority of the
Portfolio's Qualified Trustees or by a majority vote of the investors in the
Portfolio (with the vote of each being in proportion to the amount of their
investment). The Administrative Plan may not be amended to increase materially
the amount of permitted expenses thereunder without the approval of a majority
of the investors in the Portfolio (with the vote of each being in proportion to
the amount of their investment) and may not be materially amended in any case
without a vote of the majority of both the Portfolio's Trustees and the
Portfolio's Qualified Trustees.

The Portfolio has entered into a Transfer Agency Agreement and a
Custodian Agreement with Investors Bank & Trust Company ("IBT") pursuant to
which IBT acts as transfer agent and custodian for the Portfolio. The principal
business address of IBT is 79 Milk Street, Boston, Massachusetts 02205.

Pursuant to an expense payment arrangement between Signature and the
Portfolio effective January 1, 1995, Signature has agreed to pay all of the
operating expenses of the Portfolio. The arrangement will terminate on December
31, 1999 unless sooner terminated by mutual agreement of the parties. Under the
arrangement, Signature receives expense payment fees computed and paid monthly
from the Portfolio, at an annual rate equal to 0.50% of the Portfolio's average
daily net assets for its then-current fiscal year. Prior to January 1, 1995, the
Fund and the Portfolio had entered into expense reimbursement agreements (the
"Prior Agreements") with Signature pursuant to which the aggregate annual
operating expenses (including amortization of an organization expenses) of the
Fund and the Portfolio would not exceed 0.98% of the Fund's average daily net
assets for its then-current fiscal year. Under the Prior Agreement with respect
to the Portfolio, Signature agreed to pay the expenses of the Portfolio (except
for fees payable under the Administrative Services

B-11

<PAGE>

Agreement, the Management Agreement, the Advisory Agreement and expenses related
to the organization of the Portfolio) until April 30, 2000, all subject to
reimbursement by the Portfolio, as the case may be.

KPMG Peat Marwick LLP are the independent auditors for the Portfolio,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the Securities and
Exchange Commission. The principal business address of KPMG Peat Marwick is 99
High Street, Boston, Massachusetts 02110.

Item 17. Portfolio Transactions and Brokerage Commissions.

Specific decisions to purchase or sell securities for the Portfolio are
made by a portfolio manager who is an employee of the Manager and who is
appointed and supervised by its senior officers. Changes in the Portfolio's
investments are reviewed by its Board of Trustees. The portfolio manager of the
Portfolio may serve other clients of the Manager in a similar capacity.

The Portfolio's primary consideration in placing securities
transactions with broker-dealers for execution is to obtain and maintain the
availability of execution at the most favorable prices and in the most effective
manner possible. The Manager attempts to achieve this result by selecting
broker-dealers to execute transactions on behalf of the Portfolio and other
clients of the Manager on the basis of their professional capability, the value
and quality of their brokerage services, and the level of their brokerage
commissions. In the case of securities traded in the over-the-counter market
(where no stated commissions are paid but the prices include a dealer's markup
or markdown), the Manager normally seeks to deal directly with the primary
market makers, unless in its option, best execution is available elsewhere. In
the case of securities purchased from underwriters, the cost of such securities
generally includes a fixed underwriting commission or concession. From time to
time, soliciting dealer fees are available to the Manager on the tender of the
Portfolio's securities in so-called tender or exchange offers. Such soliciting
dealer fees are in effect recaptured for the Portfolio by the Manager. At
present no other recapture arrangements are in effect. Consistent with the
foregoing primary consideration, the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and such other policies as the Trustees
of the Portfolio may determine, the Manager may consider sales of shares of
securities of investors in the Portfolio as a factor in the selection of
broker-dealers to execute the Portfolio's securities transactions.

Under the Management Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, the Manager may cause the Portfolio to pay a
broker-dealer which provides brokerage and research services to the Manager an
amount of commission for effecting a securities transaction for the Portfolio in
excess of the amount other broker-dealers would have charged for the transaction
if the Manager determines in good faith that the greater commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker-dealer viewed in terms of either a particular
transaction or the Manager's overall responsibilities to the Portfolio or to its
other clients. Not all of such services are useful or of value in advising the
Portfolio.

B-12

<PAGE>

The term "brokerage and research services" includes advice as to the
value of securities, the advisability of investing in, purchasing, or selling
securities, and the availability of securities or of purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts; and effecting securities transactions and performing functions
incidental thereto such as clearance and settlement. However, because of the
Portfolio's policy of investing in accordance with the Domini Social Index, the
Manager and Adviser currently intend to make only a limited use of such
brokerage and research services.

Although commissions paid on every transaction will in the judgment of
the Manager, be reasonable in relation to the value of the brokerage services
provided, commissions exceeding those which another broker might charge may be
paid to broker-dealers who were selected to execute transactions on behalf of
the Portfolio and the Manager's and Adviser's other clients in part for
providing advice as to the availability of securities or of purchasers or
sellers of securities and services in effecting securities transactions and
performing functions incidental thereto such as clearance and settlement.
Certain broker-dealers may be willing to furnish statistical, research and other
factual information or services to the Manager or the Adviser for no
consideration other than brokerage or underwriting commissions.

The Manager and the Adviser attempt to evaluate the quality of research
provided by brokers. The Manager and the Adviser sometimes use evaluations
resulting from this effort as a consideration in the selection of brokers to
execute portfolio transactions. However, neither the Manager nor the Adviser is
able to quantify the amount of commissions which are paid as a result of such
research because a substantial number of transactions are effected through
brokers which provide research but which are selected principally because of
their execution capabilities.

The fees that the Portfolio pays to the Adviser and the Manager will
not be reduced as a consequence of the Portfolio's receipt of brokerage and
research services. To the extent the Portfolio's securities transactions are
used to obtain brokerage and research services, the brokerage commissions paid
by the Portfolio will exceed those that might otherwise be paid for such
portfolio transactions and research, by an amount which cannot be presently
determined. Such services may be useful and of value to the Manager or the
Adviser in serving both the Portfolio and other clients and, conversely, such
services obtained by the placement of brokerage business of other clients may be
useful to the Manager or the Adviser in carrying out its obligations to the
Portfolio. While such services are not expected to reduce the expenses of the
Manager or the Adviser, the Manager and the Adviser would, through use of the
services, avoid the additional expenses which would be incurred if it should
attempt to develop comparable information through its own staff. For the fiscal
years ended July 31, 1993, 1994 and 1995, the Portfolio paid brokerage
commissions of $8,000, $13,000 and $15,222, respectively.

In certain instances there may be securities which are suitable for the
Portfolio as well as for one or more of the Adviser's or the Manager's other
clients. Investment decisions for the Portfolio and for the Adviser's or the
Manager's other clients are made with a view to achieving their respective

B-13

<PAGE>

investment objectives. It may develop that a particular security is bought or
sold for only one client even though it might be held by or bought or sold for
other clients. Likewise, a particular security may be bought for one or more
clients when one or more clients are selling that same security. Some
simultaneous transactions are inevitable when several clients receive investment
advice from the same investment adviser, particularly when the same security is
suitable for the investment objectives of more than one client. When two or more
clients are simultaneously engaged in the purchase or sale of the same security,
the securities are allocated among clients in a manner believed to be equitable
to each. It is recognized that in some cases this system could have a
detrimental effect on the price or volume of the security as far as the
Portfolio is concerned. However, it is believed that the ability of the
Portfolio to participate in volume transactions will produce better executions
for the Portfolio.

Item 18. Capital Stock and Other Securities.

Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Investors are entitled to participate pro
rata in distributions of taxable income, loss, gain and credit of the Portfolio.
Upon liquidation or dissolution of the Portfolio, investors are entitled to
share pro rata in the Portfolio's net assets available for distribution to its
investors. Investments in the Portfolio have no preference, preemptive,
conversion or similar rights and are fully paid and nonassessable, except as set
forth below. Investments in the Portfolio may not be transferred. Certificates
representing an investor's beneficial interest in the Portfolio are issued only
upon the written request of an investor.

Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interests in the Portfolio may elect all of the Trustees of the Portfolio if
they choose to do so and in such event the other investors in the Portfolio
would not be able to elect any Trustee. The Portfolio is not required to hold
annual meetings of investors but the Portfolio will hold special meetings of
investors when in the judgment of the Portfolio's Trustees it is necessary or
desirable to submit matters for an investor vote. No material amendment may be
made to the Portfolio's Declaration of Trust without the affirmative majority
vote of investors (with the vote of each being in proportion to the amount of
their investment).

The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of their
investment), except that if the Trustees of the Portfolio recommend such sale of
assets, the approval by vote of a majority of the investors (with the vote of
each being in proportion to the amount of their investment) will be sufficient.
The Portfolio may also be terminated (i) upon liquidation and distribution of
its assets, if approved by the vote of two-thirds of its investors (with the
vote of each being in proportion to the amount of their investment), or (ii) by
the Trustees of the Portfolio by written notice to its investors.

B-14

<PAGE>

The Portfolio is organized as a trust under the laws of the State of
New York. Investors in the Portfolio will be held personally liable for its
obligations and liabilities, subject, however, to indemnification by the
Portfolio in the event that there is imposed upon an investor a greater portion
of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest in the Portfolio. The Declaration of Trust also provides
that the Portfolio shall maintain appropriate insurance (for example, fidelity
bonding and errors and omissions insurance) for the protection of the Portfolio,
its investors, Trustees, officers, employees and agents covering possible tort
and other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.

The Declaration of Trust further provides that obligations of the
Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act, but nothing in the Declaration of Trust protects a
Trustee against any liability to which he or she would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his or her office.

The Portfolio reserves the right to create and issue a number of
series, in which case investments in each series would participate equally in
the earnings and assets of the particular series. Investors in each series would
be entitled to vote separately to approve advisory agreements or changes in
investment policy, but investors of all series would vote together in the
election or selection of Trustees, principal underwriters and accountants for
the Portfolio. Upon liquidation or dissolution of the Portfolio, the investors
in each series would be entitled to share pro rata in the net assets of their
respective series available for distribution to investors.

Item 19. Purchase, Redemption and Pricing of Securities.

Beneficial interests in the Portfolio will be issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Portfolio may only be made by investment companies,
insurance company separate accounts, common or commingled trust funds or similar
organizations or entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any security within
the meaning of the 1933 Act.

The net asset value of the Portfolio is determined each day on which
the New York Stock Exchange is open for trading ("Portfolio Business Day"). (As
of the date of this Registration Statement, the New York Stock Exchange is open
for trading every weekday except for the following holidays: New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas.) This determination of net asset value is made
once during each such day as of the close of regular trading of such Exchange by
deducting the amount of the Portfolio's liabilities, including expenses payable
or accrued, from the value of its assets. Purchases and redemptions will be

B-15

<PAGE>

effected at the time of determination of net asset value next following the
receipt of any purchase or redemption order.

Equity securities held by the Portfolio are valued at the last sale
price on the exchange on which they are primarily traded or on the NASDAQ system
for unlisted national market issues, or at the last quoted bid price for
securities in which there were no sales during the day or for unlisted
securities not reported on the NASDAQ system. If the Portfolio purchases option
contracts, such option contracts which are traded on commodities or securities
exchanges are normally valued at the settlement price on the exchange on which
they are traded. Short-term obligations with remaining maturities of less than
sixty days are valued at amortized cost, which constitutes fair value as
determined by the Board of Trustees of the Portfolio. Other securities held by
the Portfolio for which there are no such quotations or valuations are valued at
fair value as determined in good faith by or at the direction of the Board of
Trustees.

A determination of value used in calculating net asset value must be a
fair value determination made in good faith utilizing procedures approved by the
Portfolio's Board of Trustees. While no single standard for determining fair
value exists, as a general rule, the current fair value of a security would
appear to be the amount which the Portfolio could expect to receive upon its
current sale. Some, but not necessarily all, of the general factors which may be
considered in determining fair value include: (i) the fundamental analytical
data relating to the investment; (ii) the nature and duration of restrictions on
disposition of the securities; and (iii) an evaluation of the forces which
influence the market in which these securities are purchased and sold. Without
limiting or including all of the specific factors which may be considered in
determining fair value, some of the specific factors include: type of security,
financial statements of the issuer, cost at date of purchase, size of holding,
discount from market value, value of unrestricted securities of the same class
at the time of purchase, special reports prepared by analysts, information as to
any transactions or offers with respect to the security, existence of merger
proposals or tender offers affecting the security, price and extent of public
trading in similar securities of the issuer or comparable companies, and other
relevant matters.

Interest income on short-term obligations held by the Portfolio is
determined on the basis of interest accrued less amortization of premium.

At the close of each Portfolio Business Day, the value of each
investor's beneficial interest in the Portfolio will be determined by
multiplying the net asset value of the Portfolio by the percentage, effective
for that day, which represents that investor's share of the aggregate beneficial
interests in the Portfolio. Any additions or withdrawals, which are to be
effected as of the close of business on that day, will then be effected. The
investor's percentage of the aggregate beneficial interests in the Portfolio
will then be re-computed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of the close of business on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's investment in the
Portfolio effected as of the close of business on such day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
close of business on such day plus or minus, as the case may be, the amount of
the net additions to or withdrawals from

B-16

<PAGE>

the aggregate investments in the Portfolio by all investors in the Portfolio.
The percentage so determined will then be applied to determine the value of the
investor's interest in the Portfolio as of the close of business on the
following Portfolio Business Day.

Item 20. Tax Status.

The Portfolio is organized as a trust under New York law. As such, the
Portfolio will not be subject to any income tax and, under the anticipated
method of operation of the Portfolio, withdrawals from the Portfolio should not
generate any taxable gain to an investor. However, each investor in the
Portfolio must take into account its share (as determined in accordance with the
governing instruments of the Portfolio) of the Portfolio's taxable income, gain,
loss, deductions and credits in determining its income tax liability. The
determination of such share will be made in accordance with regulations
promulgated by the Internal Revenue Service and should therefore be respected by
the Internal Revenue Service.

The Portfolio's taxable year-end is currently July 31. Although the
Portfolio will not be subject to federal income tax, it will file a federal
information income tax return upon which it will report its income, gain, loss,
deductions and credits for its taxable year.

There are certain tax issues which will be relevant to only certain of
the investors, specifically, investors which are segregated asset accounts and
investors who contribute assets rather than cash to the Portfolio. It is
intended that such segregated asset accounts will be able to satisfy
diversification requirements applicable to them and that such contributions of
assets will not be taxable provided certain requirements are met. Such investors
are advised to consult their own tax advisors as to the tax consequences of an
investment in the Portfolio.

Under interpretations of the Internal Revenue Service, (1) the
Portfolio will be treated for federal income tax purposes as a partnership and
(2) for purposes of determining whether the Fund satisfies the income and
diversification requirements to maintain its status as a regulated investment
company, the Fund, as an investor in the Portfolio, will be deemed to own a
proportionate share of the Portfolio's assets and will be deemed to be entitled
to the Portfolio's income or loss attributable to that share. The Portfolio has
advised the Fund that it intends to conduct its operations so as to enable its
investors, including the Fund, to satisfy those requirements.

The Fund anticipates that the Portfolio will be treated as a
partnership for federal income tax purposes. As such, the Portfolio is not
subject to federal income taxation. Instead, the Fund must take into account, in
computing its federal income tax liability, its share of the Portfolio's income,
gains, losses, deductions, credits and tax preference items, without regard to
whether it has

B-17

<PAGE>

received any cash distributions from the Portfolio. Withdrawals by the Fund from
the Portfolio generally will not result in the Fund recognizing any gain or loss
for federal income tax purposes, except that (1) gain will be recognized to the
extent that any cash distributed exceeds the basis of the Fund's interest in the
Portfolio prior to the distribution, (2) income or gain will be realized if the
withdrawal is in liquidation of the Fund's entire interest in the Portfolio and
includes a disproportionate share of any unrealized receivables held by the
Portfolio, and (3) loss will be recognized if the distribution is in liquidation
of that entire interest and consists solely of cash and/or unrealized
receivables. The basis of the Fund's interest in the Portfolio generally equals
the amount of cash and the basis of any property that the Fund invests in the
Portfolio, increased by the Fund's share of income from the Portfolio and
decreased by the Fund's share of losses from the Portfolio and the amount of any
cash distributions and the basis of any property distributed from the Portfolio.

The Portfolio is organized as a New York trust. The Portfolio is not
subject to any income or franchise tax in the State of New York or the
Commonwealth of Massachusetts. The investment by the Fund in the Portfolio does
not cause the Fund to be liable for any income or franchise tax in the State of
New York.

Item 21. Underwriters.

The exclusive placement agent for the Portfolio is Signature, which
receives no additional compensation for serving in this capacity. Investment
companies, insurance company separate accounts, common and commingled trust
funds and similar organizations and entities may continuously invest in the
Portfolio.

Item 22. Calculations of Performance Data.

Not applicable.

Item 23. Financial Statements.

Financial statements of the Portfolio as of July 31, 1995 included
herein have been so included in reliance upon the report of KPMG Peat Marwick
LLP, independent auditors, as experts in accounting and auditing.

B-18
<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS
JULY 31, 1995
(SHOWING PERCENTAGE OF INVESTMENTS TO NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
<S> <C> <C>
COMMON STOCKS -- 97.9%
APPAREL -- 0.9%
Brown Group Inc............ 400 $ 9,950
Hartmarx Corp*............. 600 3,675
Lands' End Inc............. 800 12,300
Liz Claiborne, Inc......... 2,000 45,750
Nike Inc. (Class B)........ 1,900 171,713
Oshkosh B' Gosh, Inc....... 300 5,100
Phillips-Van Heusen
Corp...................... 600 9,450
Reebok International
Ltd....................... 2,200 78,925
Russell Corp............... 1,000 28,250
Stride Rite Corp........... 1,200 13,350
VF Corp.................... 1,600 88,400
-----------
466,863
-----------
COMMERCIAL PRODUCTS & SERVICES -- 1.9%
Autodesk Inc............... 1,200 54,300
Cintas Corp................ 1,200 45,000
Deluxe Corp................ 2,000 64,250
Donnelley, R.R. & Sons
Co........................ 3,900 145,762
Harland (J.H.) Co.......... 900 19,912
HON Industries Inc......... 800 21,800
Kelly Services (Class A)... 975 26,568
Miller, (Herman) Inc....... 800 19,200
Moore Corp., Ltd........... 2,400 52,800
National Service
Industries, Inc........... 1,300 38,350
New England Business
Service Inc............... 300 6,412
Pitney Bowes Inc........... 3,800 152,475
Standard Register Co. ..... 700 14,962
Wallace Computer Services,
Inc....................... 500 29,188
Xerox Corp................. 2,700 321,634
-----------
1,012,613
-----------
CONSTRUCTION -- 0.3%
Centex Corp................ 900 25,200
Fleetwood Enterprises
Inc....................... 1,300 26,813
Graco Inc.................. 200 5,800
Kaufman & Broad Home
Corp...................... 800 11,500
Rouse Co................... 1,200 25,200
Sherwin-Williams Co. ...... 2,200 80,300
TJ International Inc....... 400 8,350
-----------
183,163
-----------

<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
<S> <C> <C>
CONSUMER PRODUCTS & SERVICES -- 0.2%
Avery Dennison Corp........ 1,400 $ 56,175
C C H Inc.................. 700 14,875
ISCO Inc. ................. 200 2,050
Tennant Co................. 200 5,000
Zurn Industries Inc........ 200 4,375
-----------
82,475
-----------
ENERGY -- 4.0%
Amoco Corp................. 12,600 847,350
Anadarko Petroleum Corp.... 1,600 68,000
Apache Corp................ 1,900 52,013
Atlantic Richfield Co...... 4,100 472,525
Consolidated Natural Gas
Co. ...................... 2,400 90,000
ENERGEN Corp............... 300 6,600
Enron Corp................. 6,550 227,612
Helmerich & Payne Inc...... 600 17,250
Louisiana Land &
Exploration Co. .......... 900 35,775
Oryx Energy Co.*........... 2,600 37,375
Pennzoil Co. .............. 1,300 60,938
Rowan Companies Inc.*...... 1,800 13,050
Santa Fe Energy Resources
Inc.*..................... 2,500 23,438
Sun Company................ 3,000 88,125
Williams Companies Inc.
(The)..................... 2,800 103,600
-----------
2,143,651
-----------
FINANCIAL -- 10.6%
Ahmanson (H.F.) & Co....... 3,000 67,125
American Express Co. ...... 12,700 488,950
Banc One Corporation....... 10,223 324,587
Bank of Boston Corp........ 2,850 123,619
BankAmerica Corp........... 9,600 518,400
Bankers Trust (N.Y.)
Corp...................... 2,000 129,000
Barnett Banks Inc.......... 2,500 138,750
Beneficial Corp............ 1,400 66,325
Block (H. & R.), Inc....... 2,800 105,000
Cincinnati Financial
Corp...................... 1,305 70,470
CoreStates Financial
Corp...................... 3,700 135,050
Dime Bancorp Inc.*......... 2,600 27,625
Edwards (A.G.), Inc........ 1,525 37,362
Federal National Mortgage
Association............... 6,900 646,013
Fifth Third Bancorp........ 1,700 96,900
</TABLE>

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS -- CONTINUED
JULY 31, 1995
(SHOWING PERCENTAGE OF INVESTMENTS TO NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
FINANCIAL -- CONTINUED
<S> <C> <C>
First Chicago Corp......... 2,300 $ 139,725
First Fed Financial
Corp.*.................... 200 3,000
First Fidelity
Bancorporation............ 2,050 129,150
Golden West Financial
Corp...................... 1,500 70,125
Great Western Financial
Corp...................... 3,600 76,950
Household International
Inc....................... 2,500 131,250
Mellon Bank Corp........... 3,750 150,469
Merrill Lynch & Co.,
Inc....................... 4,550 252,525
Morgan (J.P.) & Co.,
Inc....................... 4,700 343,687
NBD Bancorp Inc............ 4,100 139,400
Norwest Corp............... 8,400 237,300
PNC Bank Corp.............. 5,800 142,825
Piper Jaffray Inc.......... 300 5,063
ReliaStar Financial
Corp...................... 900 34,312
Shawmut National Corp...... 3,350 103,431
Student Loan Marketing
Association............... 1,950 105,056
SunTrust Banks, Inc........ 3,000 181,125
Transamerica Corp.......... 1,750 108,281
Value Line Inc............. 300 8,925
Vermont Financial Services
Corp...................... 100 2,750
Wachovia Corp.............. 4,400 167,750
Wells Fargo & Co........... 1,250 227,969
Wesco Financial Corp....... 150 19,350
-----------
5,755,594
-----------
FOOD & BEVERAGES -- 10.2%
Archer-Daniels-Midland
Co........................ 13,425 221,512
Ben & Jerry's (Class A)*... 100 1,400
CPC International Inc...... 3,800 234,650
Campbell Soup Co........... 6,450 301,537
Coca-Cola Company.......... 32,400 2,134,350
Fleming Cos., Inc.......... 1,200 31,650
General Mills, Inc......... 4,150 216,837
Heinz (H.J.) Company....... 6,200 268,926
Hershey Foods Corp......... 2,300 132,537
Kellogg Co................. 5,600 402,501
PepsiCo, Inc............... 20,200 946,833
Quaker Oats Co............. 3,500 121,625
Ralston Purina Group....... 2,550 136,425
Smucker (J.M.) Co. (Class
A)........................ 1,000 21,875
Super Valu Inc............. 1,900 58,425
Sysco Corp................. 4,700 146,288
TCBY Enterprises, Inc...... 500 2,938
Tootsie Roll Industries,
Inc....................... 618 22,254
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
<S> <C> <C>
FOOD & BEVERAGES -- CONTINUED
Wrigley, (Wm.) Jr. Co...... 3,000 $ 133,500
-----------
5,536,063
-----------
HEALTHCARE -- 8.0%
Acuson Corp.*.............. 1,000 11,500
Allergan Inc............... 1,700 51,425
Alza Corp.*................ 2,400 61,800
Angelica Corp.............. 300 7,575
Apogee Enterprises, Inc.... 300 5,194
Becton Dickinson &
Company................... 1,800 105,975
Bergen Brunswig Corp.
(Class A)................. 945 20,436
Biomet Inc.*............... 2,900 44,225
Community Psychiatric
Centers*.................. 1,000 12,750
Forest Laboratories,
Inc.*..................... 1,250 55,468
Humana Inc.*............... 4,000 77,500
Johnson & Johnson.......... 16,500 1,183,867
Manor Care Inc............. 1,550 50,181
Medtronic Inc.............. 2,900 237,800
Merck & Co., Inc........... 31,600 1,631,350
Mylan Laboratories Inc..... 2,200 66,275
Schering-Plough Corp....... 9,600 446,400
St. Jude Medical Inc....... 1,100 60,225
Stryker Corp............... 1,200 52,500
Sunrise Medical Inc.*...... 600 16,425
United American
Healthcare*............... 200 3,550
US Health Care Inc......... 4,300 135,988
-----------
4,338,409
-----------
HOUSEHOLD GOODS -- 4.8%
Alberto Culver Co. (Class
B)........................ 700 21,175
Avon Products, Inc......... 1,700 115,600
Bassett Furniture
Industries, Inc........... 300 7,500
Church & Dwight Co.,
Inc....................... 400 8,400
Clorox Co.................. 1,400 91,875
Colgate-Palmolive Co....... 3,700 259,000
Handleman Co............... 700 7,262
Harman International
Industries, Inc. ......... 600 23,625
Hasbro Inc................. 2,150 66,919
Leggett & Platt Inc........ 1,050 48,694
Mattel, Inc................ 5,669 160,149
Maytag Corp................ 2,900 47,488
Newell Co.................. 4,200 106,575
</TABLE>

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS -- CONTINUED
JULY 31, 1995
(SHOWING PERCENTAGE OF INVESTMENTS TO NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
HOUSEHOLD GOODS -- CONTINUED
<S> <C> <C>
Oneida, Ltd................ 200 $ 3,000
Procter & Gamble Co. ...... 17,600 1,212,200
Rubbermaid Inc............. 4,100 121,975
Shaw Industries............ 3,400 57,375
Snap-On Tools Corp......... 1,000 41,750
Springs Industries, Inc.
(Class A)................. 600 23,550
Stanhome, Inc.............. 400 12,850
Stanley Works (The)........ 1,200 47,550
Thomas Industries.......... 200 3,525
Whirlpool Corp............. 1,900 109,725
Zenith Electronics
Corp.*.................... 1,600 14,000
-----------
2,611,762
-----------
INSURANCE -- 6.0%
Aetna Life & Casualty
Co........................ 2,900 179,438
Alexander & Alexander
Services Inc. ............ 1,100 25,300
Allstate Corp.............. 1 20
American General Corp...... 5,200 189,150
American International
Group, Inc................ 12,100 907,541
Chubb Corp................. 2,200 184,800
CIGNA Corp................. 1,900 153,188
GEICO Corp................. 1,700 94,775
General Re Corp............ 2,100 278,513
Hartford Steam Boiler...... 600 26,700
Jefferson-Pilot Corp....... 1,300 72,637
Lincoln National Corp...... 2,400 98,700
Marsh & McLennan Companies,
Inc....................... 1,900 150,100
Providian Corp............. 2,500 89,688
SAFECO Corp................ 1,600 93,600
St. Paul Companies......... 2,100 102,375
Torchmark Corp............. 1,800 69,300
Travelers Corp............. 8,209 388,859
UNUM Corp.................. 1,900 91,912
USF&G Corp................. 2,600 42,900
USLIFECorp................. 500 20,875
-----------
3,260,371
-----------
MANUFACTURING -- 1.6%
Applied Materials, Inc.*... 2,300 237,800
Briggs & Stratton Corp..... 800 26,700
Cincinnati Milacron Inc.... 900 28,125
Clarcor Inc................ 300 6,937
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
<S> <C> <C>
MANUFACTURING -- CONTINUED
Dionex Corp.*.............. 200 9,625
Fastenal Co................ 1,200 $ 40,200
Goulds Pumps, Inc.......... 600 13,200
Hunt Manufacturing Co...... 400 5,600
Illinois Tool Works Inc.... 2,850 168,150
James River Corp. of
Virginia.................. 2,000 66,750
Lawson Products, Inc. ..... 300 8,063
Millipore Corp............. 1,200 41,400
Modine Manufacturing Co.... 800 25,000
Nordson Corp............... 500 27,875
Thermo Electron Corp....... 2,250 96,188
Watts Industries Inc.
(Class A)................. 1,000 23,250
Wellman Inc................ 1,000 26,875
-----------
851,738
-----------
MEDIA -- 7.6%
BET Holdings Inc. (Class
B)*....................... 400 7,100
CBS, Inc................... 1,600 124,200
Capital Cities/ABC, Inc.... 3,900 455,325
Comcast Corp. (Class A).... 5,900 119,475
Disney (Walt) Company
(The)..................... 13,300 779,716
Dow Jones & Co. Inc........ 2,600 92,300
Frontier Corp.............. 2,300 61,813
Gannett Co., Inc........... 3,700 202,575
King World Productions
Inc.*..................... 900 37,688
Knight-Ridder Inc.......... 1,250 70,312
Lee Enterprises Inc........ 500 18,875
McGraw-Hill Inc............ 1,300 99,937
Media General Inc. (Class
A)........................ 600 20,400
Meredith Corp.............. 600 17,250
New York Times Co. (The)
(Class A)................. 2,500 63,750
Nynex Corp................. 10,800 445,500
SBC Communications......... 15,500 745,937
Scholastic Inc.*........... 500 32,875
Tele-Communications, Inc.
(Class A)*................ 16,400 410,000
Times Mirror Co. (Class
A)........................ 3,100 89,125
Turner Broadcasting System
Inc. (Class A)............ 2,200 47,850
Viacom, Inc.*.............. 1,800 91,575
Washington Post Co. (The)
(Class B)................. 300 81,300
-----------
4,114,878
-----------
</TABLE>

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS -- CONTINUED
JULY 31, 1995
(SHOWING PERCENTAGE OF INVESTMENTS TO NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
MISCELLANEOUS -- 2.0%
<S> <C> <C>
Alco Standard Corp......... 1,350 $ 109,856
Allwaste, Inc.*............ 1,200 6,750
American Greetings Corp.
(Class A)................. 2,050 62,013
Avnet, Inc................. 1,000 52,000
Bemis Co., Inc............. 1,400 39,725
CPI Corp................... 400 8,700
Cross, A.T. Co. (Class
A)........................ 500 7,875
DeVRY INC.*................ 400 9,100
Fedders Corp............... 750 5,063
Fuller (H.B.) Co........... 500 17,625
General Signal Corp........ 1,250 46,094
Groundwater Technology,
Inc.*..................... 200 2,650
Harcourt General Inc....... 1,900 85,500
Hillenbrand Industries
Inc....................... 1,700 50,575
Ionics Inc.*............... 400 15,250
Jostens Inc................ 1,400 31,850
KENETECH Corp.*............ 900 10,800
Marriott International
Inc....................... 3,100 112,375
National Education
Corp.*.................... 600 3,225
Omnicom Group, Inc......... 1,000 60,375
Polaroid Corporation....... 1,150 49,306
Premier Industrial Corp.... 2,350 58,162
Sealed Air Corp.*.......... 500 25,375
Service Corp.
International............. 2,350 80,194
Sonoco Products Co......... 2,205 56,228
Toro Co. (The)............. 300 8,587
Whitman Corp............... 2,600 50,700
-----------
1,065,953
-----------
RESOURCE DEVELOPMENT -- 3.2%
Air Products & Chemicals,
Inc....................... 2,900 162,400
Aluminum Co. of America.... 4,600 261,625
ARCO Chemical Co........... 2,450 117,600
Battle Mountain Gold
Co. ...................... 1,800 17,100
Betz Laboratories, Inc..... 700 31,588
Cabot Corp................. 1,200 67,650
Calgon Carbon Corp......... 1,200 14,250
Consolidated Papers Inc.... 1,100 65,313
Cyprus Amax Minerals Co. .. 2,600 72,475
Echo Bay Mines Ltd......... 3,000 27,562
Inland Steel Industries
Inc....................... 1,200 34,500
Mead Corp.................. 1,400 82,425
Morton International
Inc....................... 3,900 117,000
Nalco Chemical Co.......... 1,650 58,781
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
<S> <C> <C>
RESOURCE DEVELOPMENT -- CONTINUED
Nucor Corp................. 2,300 $ 123,625
Praxair Inc. .............. 3,700 103,600
Scott Paper Company........ 3,800 174,325
Sigma-Aldrich
Corporation............... 1,300 65,325
Westvaco Corp.............. 1,800 81,450
Worthington Industries,
Inc....................... 2,250 46,969
-----------
1,725,563
-----------
RETAIL -- 11.6%
Albertson's, Inc........... 6,400 190,400
American Stores Co......... 3,800 111,625
Bob Evans Farms, Inc....... 1,200 23,400
Charming Shoppes Inc. ..... 2,000 9,750
Circuit City Stores Inc.... 2,500 92,813
Claire's Stores Inc. ...... 500 10,000
Dayton-Hudson Corp. ....... 1,800 136,125
Dillard Department
Stores.................... 2,900 89,900
Dollar General Corp. ...... 1,656 55,898
Egghead Inc.*.............. 300 3,938
Gap, Inc. (The)............ 3,800 132,525
Giant Food Inc. (Class
A)........................ 1,400 42,700
Gibson Greetings Inc....... 500 7,375
Great Atlantic & Pacific
Tea Co., Inc.............. 1,200 33,450
Hannaford Brothers Co...... 1,300 34,938
Hechinger Co. (Class A).... 800 5,300
Home Depot, Inc. (The)..... 12,033 528,030
Huffy Corp................. 300 3,750
International Dairy Queen,
Inc. (Class A)*........... 600 12,600
K-Mart Corp................ 11,400 179,550
Kroger Company*............ 2,800 87,150
Lillian Vernon Corp........ 200 3,700
Limited, Inc. (The)........ 8,950 183,475
Longs Drug Stores, Inc..... 500 18,312
Lowe's Companies, Inc...... 4,000 147,500
Luby's Cafeterias, Inc..... 500 9,875
May Department Stores Co... 6,300 273,263
McDonald's Corp............ 17,800 687,608
Melville Corp.............. 2,650 95,400
Mercantile Stores Co.,
Inc....................... 1,000 46,625
Morrison Restaurants
Inc....................... 750 17,531
Nordstrom Inc.............. 2,100 84,525
Penney, J.C. Co., Inc...... 5,950 287,831
Pep Boys - Manny, Moe &
Jack...................... 1,450 40,781
Petrie Stores Corp. ....... 1,200 8,400
</TABLE>

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS -- CONTINUED
JULY 31, 1995
(SHOWING PERCENTAGE OF INVESTMENTS TO NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
RETAIL -- CONTINUED
<S> <C> <C>
Price/Costco Inc.*......... 4,765 $ 85,472
Ryan's Family Steak Houses,
Inc.*..................... 1,300 9,100
Sears Roebuck & Co......... 9,900 322,987
Skyline Corp............... 200 3,350
Specs Music Inc.*.......... 200 700
TJX Companies Inc. (The)... 2,000 29,250
Tandy Corp................. 1,900 112,813
Toys 'R' Us, Inc.*......... 6,950 194,600
Wal-Mart Stores, Inc....... 58,800 1,565,550
Walgreen Co................ 3,200 165,600
Whole Foods Market*........ 300 4,575
Woolworth (F.W.) Co........ 3,500 54,688
-----------
6,244,728
-----------
TECHNOLOGIES -- 14.9%
Advanced Micro Devices,
Inc.*..................... 2,650 86,456
Amdahl Corp.*.............. 3,000 29,813
American Power Conversion
Corp.*.................... 2,400 45,000
Analog Devices, Inc.*...... 1,850 67,062
Apple Computer, Inc........ 3,200 144,000
Automatic Data Processing,
Inc....................... 3,700 236,800
Baldor Electric Co......... 400 13,050
Borland International,
Inc.*..................... 600 7,500
Cisco Systems, Inc.*....... 7,000 390,250
Compaq Computer Corp.*..... 6,700 340,025
Computer Assoc.
International Inc......... 4,100 300,837
Cooper Industries Inc. .... 2,900 108,388
DSC Communications Corp.*.. 3,050 163,937
Digital Equipment Corp.*... 3,800 145,825
Grainger, (W.W.) Inc. ..... 1,300 76,213
Hewlett-Packard Co......... 13,100 1,020,163
Hubbell Inc. (Class B)..... 830 48,762
Intel Corp................. 21,300 1,384,563
International Business
Machines Inc.............. 15,000 1,633,125
MCI Communications Corp.... 17,200 412,800
Micron Technology, Inc..... 5,300 331,229
Novell Inc.*............... 9,300 168,562
Perkin-Elmer Corp.......... 1,100 37,262
Quarterdeck Corp.*......... 400 5,875
Raychem Corp............... 1,200 45,600
<CAPTION>
ISSUER SHARES VALUE
- -------------------------------- ---------- -----------
<S> <C> <C>
TECHNOLOGIES -- CONTINUED
Shared Medical Systems
Corp...................... 600 $ 24,975
Solectron Corp.*........... 1,200 43,650
Sprint Corp................ 8,900 304,825
Stratus Computer Inc.*..... 700 18,200
Sun Microsystems Inc.*..... 2,400 115,500
Tandem Computers Inc.*..... 2,900 38,063
Tektronix, Inc............. 850 40,906
Tellabs, Inc.*............. 2,300 102,350
Thomas & Betts Corp........ 500 33,813
Xilinx Inc.*............... 600 71,925
-----------
8,037,304
-----------
TRANSPORTATION -- 2.5%
AMR Corp.*................. 2,000 150,000
Airborne Freight Corp...... 400 8,550
Alaska Air Group, Inc.*.... 300 5,775
CSX Corp................... 2,700 226,463
Conrail Inc................ 2,100 129,675
Consolidated Freightways,
Inc....................... 1,100 26,263
Delta Air Lines, Inc....... 1,300 103,025
Federal Express Corp.*..... 1,450 97,875
GATX Corp.................. 600 30,225
Norfolk Southern Corp...... 3,400 246,925
Roadway Services........... 1,100 55,550
Ryder System, Inc.......... 1,950 48,506
Santa Fe Pacific Corp...... 2,656 75,696
Southwest Airlines Inc..... 3,800 109,250
UAL Corp.*................. 350 52,281
Yellow Corp................ 600 9,075
-----------
1,375,134
-----------
UTILITIES -- 7.0%
American Water Works Co.,
Inc....................... 900 27,563
Ameritech Corp............. 14,100 682,087
Atlanta Gas & Light Co. ... 700 24,500
Bell Atlantic Corp......... 11,200 641,200
BellSouth Corp............. 12,700 860,425
Brooklyn Union Gas Company
(The)..................... 1,250 30,469
California Energy Co.,
Inc.*..................... 1,200 22,950
Citizens Utilities Co.
(Class A)*................ 5,695 64,074
Connecticut Energy Corp.... 200 3,900
Eastern Enterprises........ 500 15,125
</TABLE>

(a)The aggregate cost for federal income tax purposes is $43,453,725, the
aggregate gross unrealized appreciation is $10,474,465, and the aggregate
gross unrealized depreciation is $729,072, resulting in net unrealized
appreciation of $9,745,393.

See Notes to Financial Statements

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Investments at value (Cost $43,440,090) (Note 1).......................... $53,199,118
Cash...................................................................... 813,520
Dividends receivable...................................................... 99,082
Deferred organization expenses (Note 1)................................... 8,657
-----------
Total Assets.......................................................... 54,120,377
-----------
LIABILITIES:
Expenses payable (Note 2)................................................. 21,045
Payable for securities purchased.......................................... 96,544
-----------
Total Liabilities..................................................... 117,589
-----------
NET ASSETS APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS...................... $54,002,788
-----------
-----------
NET ASSETS CONSIST OF:
Paid-in capital........................................................... $54,002,788
-----------
-----------
</TABLE>

See Notes to Financial Statements

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends.................................................................. $ 902,936
EXPENSES (NOTES 1 AND 2):
Investment management fee...................................... $ 39,589
Investment advisory fee........................................ 19,795
Administration fee............................................. 19,795
Expense reimbursement fee...................................... 118,532
Amortization of organization expenses.......................... 10,359
----------
Total Expenses............................................. 208,070
Less: Waiver of expenses....................................... (39,590)
----------
Net Expenses........................................................... 168,480
----------
NET INVESTMENT INCOME.......................................................... 734,456
NET REALIZED GAIN ON INVESTMENTS (NOTE 3):
Proceeds from sales............................................ 2,483,407
Cost of securities sold........................................ 2,077,980
----------
Net realized gain on investments....................................... 405,427
NET UNREALIZED APPRECIATION OF INVESTMENTS:
Beginning of year.............................................. 1,029,594
End of year.................................................... 9,759,028
----------
Net change in unrealized appreciation.................................. 8,729,434
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $9,869,317
----------
----------
</TABLE>

See Notes to Financial Statements

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
JULY 31,1995 JULY 31, 1994
-------------- --------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income....................................................... $ 734,456 $ 545,816
Net realized gain on investments............................................ 405,427 207,560
Net change in unrealized appreciation....................................... 8,729,434 (216,317)
-------------- --------------
Net Increase in Net Assets Resulting from Operations.................... 9,869,317 537,059
-------------- --------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
Additions................................................................... 14,888,452 14,967,462
Reductions.................................................................. (2,076,641) (1,377,702)
-------------- --------------
Net increase in Net Assets from Transactions in Investors'
Beneficial Interests................................................... 12,811,811 13,589,760
-------------- --------------
Total Increase in Net Assets........................................ 22,681,128 14,126,819
NET ASSETS:
Beginning of year........................................................... 31,321,660 17,194,841
-------------- --------------
End of year................................................................. $ 54,002,788 $ 31,321,660
-------------- --------------
-------------- --------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------

FOR THE PERIOD
AUGUST 10,
YEAR ENDED 1990***
---------------------------------------------------------- TO JULY 31,
JULY 31, 1995 JULY 31, 1994 JULY 31, 1993 JULY 31, 1992 1991
------------- ------------- ------------- ------------- ---------------
FINANCIAL HIGHLIGHTS:
<S> <C> <C> <C> <C> <C>
Net investment
income to average
net assets*........ 1.85% 2.13% 1.88% 1.99% 1.85%**
Expenses to average
net assets*........ 0.43% 0.29% 0.29% 0.29% 0.29%**
Portfolio turnover
rate............... 6% 8% 4% 3% --
</TABLE>

- --------------------------------------------------------------------------------
*Reflects a voluntary waiver of fees by the Administrator and Adviser. Due to
the limitations set forth in the expense payment arrangements, had the
Administrator and Adviser not waived their fees, the ratios of net investment
income and expenses to average net assets as stated would not have changed
for the periods ended July 31, 1993, 1992 and 1991. For the years ended July
31, 1995 and 1994, the ratios of net investment income and expenses to
average net assets would have been 1.75% and 0.53% and 2.00% and 0.42%,
respectively. (See Note 2.)
**Annualized.
***Commencement of operations.

See Notes to Financial Statements

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1995
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES. Domini Social Index Portfolio (the
"Portfolio") is registered under the Investment Company Act of 1940 (the "Act")
as a no-load, diversified, open-end management investment company which was
organized as a trust under the laws of the State of New York on June 7, 1989.
The Portfolio intends to correlate its investment portfolio as closely as is
practicable with the Domini Social Index (the "Index"), which is a common stock
index developed and maintained by Kinder, Lydenberg, Domini & Co., Inc. ("KLD"),
the Portfolio's Adviser. The Declaration of Trust permits the Trustees to issue
an unlimited number of beneficial interests in the Portfolio. The Portfolio
commenced operations upon effectiveness on August 10, 1990 and began investment
operations on June 3, 1991. The following is a summary of the significant
accounting policies of the Portfolio:

A. VALUATION OF INVESTMENTS. The Portfolio values securities at the last
reported sale price, or at the last reported bid price if no sales are reported.

B. DIVIDEND INCOME. Dividend income is recorded on the ex-dividend date.

C. FEDERAL TAXES. The Portfolio's policy is to comply with the applicable
provisions of the Internal Revenue Code. Accordingly, no provision for Federal
taxes is necessary.

D. DEFERRED ORGANIZATION EXPENSE. Expenses incurred by the Portfolio in
connection with its organization are being amortized by the Portfolio on a
straight-line basis over a five-year period.

E. OTHER. Investment transactions are accounted for on the trade date.
Gains and losses are determined on the basis of identified cost.

2. TRANSACTIONS WITH AFFILIATES.

A. INVESTMENT ADVISORY FEES. The Portfolio has retained KLD as the
Investment Adviser of the Portfolio. The services provided by KLD consist of the
determination of the stocks to be included in the Index and evaluating, in
accordance with KLD's criteria, debt securities which may be purchased by the
Portfolio. For its services under the Investment Advisory Agreement, KLD
receives from the Portfolio a fee accrued daily at an annual rate equal to 0.05%
of the Portfolio's average daily net assets. For the year ended July 31, 1995,
KLD voluntarily waived all of its fees.

B. INVESTMENT MANAGEMENT FEES. For the period August 1, 1994 through
November 20, 1994, the Portfolio retained State Street Bank and Trust Company
("State Street") as the Investment Manager of the Portfolio. State Street did
not determine the composition of the Index. For its services under the prior
Management Agreement, State Street received from the Portfolio a fee accrued
daily at an annual rate equal to 0.10% of the Portfolio's average daily net
assets. For the period August 1, 1994 through November 20, 1994, the Portfolio
accrued and paid investment management fees of $10,180 to State Street.

On October 5, 1994, the Board of Trustees of the Portfolio voted to
terminate the investment management agreement between the Portfolio and State
Street. Termination was effective as of November 21, 1994, at which time Mellon
Equity Associates ("MEA") assumed responsibility for the management of the
Portfolio's assets. MEA does not determine the composition of the Index. Under
the new Management Agreement, the Portfolio pays MEA an investment management
fee equal on an annual basis to the following percentages of the Portfolio's
average daily net assets for its then-current fiscal year: 0.10% of assets up to
$50 million; 0.30% of assets between $50 million and $100 million; 0.20% of
assets between $100 million and $500 million; and 0.15% of assets over $500
million. For the period November 21, 1994 through July 31, 1995, the Portfolio
accrued and paid investment management fees of $29,409 to MEA.

C. EXPENSE PAYMENT AGREEMENTS. Pursuant to expense payment arrangements
between Signature and each of the Fund and the Portfolio effective January 1,
1995, Signature has agreed to pay all of the operating expenses of the Fund and
the Portfolio, including the advisory and management fees of the Portfolio and
the administration fees of the Fund and the Portfolio. Under these arrangements,
Signature receives expense payment fees (i) from the Fund, at an annual rate
equal to 0.48% of the Fund's average daily net assets for its then-current
fiscal year, and (ii) from the Portfolio, at an annual rate equal to 0.50% of
the Portfolio's average daily net assets for its then-current fiscal year. As a
result, the aggregate annual operating expenses (including amortization of
organization expenses) of the Fund and the Portfolio will not exceed 0.98% of
the average daily net assets of the Fund. After the expense payment arrangements
terminate on December 31, 1999, the dollar-based expenses of the Fund and the
Portfolio will each be paid directly. Prior to January 1, 1995, the Fund and the
Portfolio each had entered into expense reimbursement agreements (the "Prior
Agreements") with Signature pursuant to which the aggregate annual operating
expenses (including amortization of an organization expenses) of the Fund and
the Portfolio would not exceed 0.98% of the Fund's average daily net assets for
its then-current fiscal year. Under the Prior Agreements, Signature agreed to
pay the expenses of the Fund and the Portfolio (except for fees payable under
each of the Administrative Services Agreements, the Distribution Agreement, the
Management Agreement, the Advisory Agreement and expenses related to the
organization of the Fund and the Portfolio) until April 30, 2000, all subject to
reimbursement by the Fund or the Portfolio, as the case may be. For the year
ended July 31, 1995, Signature incurred approximately $90,542 in expenses on
behalf of the Portfolio.

D. REIMBURSEMENT OF EXPENSES. The Administrator has agreed to pay certain
expenses of the Domini Social Equity Fund (the "Fund"), formerly the Domini
Social Index Trust, and the Portfolio subject to reimbursement. To accomplish
such reimbursement, the Administrator may either receive an expense
reimbursement fee from the Fund and the

<PAGE>
DOMINI SOCIAL INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
JULY 31, 1995
- --------------------------------------------------------------------------------
Portfolio or may reimburse the Fund and the Portfolio directly for expenses
incurred such that after such reimbursement the aggregate expenses of the Fund
and the Portfolio will not exceed 0.98% of the average daily net assets of the
Fund. For the period August 1, 1994 through December 31, 1994, the aggregate
expenses of the Fund and the Portfolio were limited to 0.75% of the average
daily net assets of the Fund. The expense reimbursement fee agreement will
terminate on the earlier of April 30, 2000, or the date on which the cumulative
reimbursement fee equals the cumulative payments of such reimbursable expenses
made by the Administrator. For the year ended July 31, 1995, the Administrator
incurred approximately $90,542 in expenses on behalf of the Portfolio.

3. INVESTMENT TRANSACTIONS. Purchase and sales of investments, other than U.S.
Government securities and short-term obligations, aggregated $15,541,954 and
$2,483,407, respectively.

<PAGE>
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
The Trustees and Shareholders
Domini Social Index Portfolio:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of the Domini Social Index Portfolio as
of July 31, 1995, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the years in the
two-year period then ended and the financial highlights for each of the years in
the four-year period then ended and for the period from August 10, 1990
(commencement of operations) to July 31, 1991. These financial statements and
financial highlights are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1995 by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Domini Social Index Portfolio as of July 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two-year period then ended and financial highlights for each of the years in
the four-year period then ended and for the period from August 10, 1990 to July
31, 1991, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Boston, Massachusetts
August 25, 1995

<PAGE>

DSI73C
PART C

Item 24. Financial Statements and Exhibits.

(a) Financial Statements Included in Part A:

Not applicable.

Financial Statements Included in Part B:

Portfolio of Investments at July 31, 1995 Statement of Assets
and Liabilities at July 31, 1995 Statement of Operations at
July 31, 1995 Statements of Changes in Net Assets for the
fiscal year ended July 31, 1994 and 1995 Notes to Financial
Statements

(b) Exhibits

1.Declaration of Trust of the Registrant.**

2.By-Laws of the Registrant.**

5.(a) Investment Advisory Agreement between the Registrant and Kinder,
Lydenberg, Domini & Co., Inc. ("KLD").**

5.(b) Investment Management Agreement between the Registrant and Mellon Equity
Associates.**

6.Not applicable.

8.Custodian Agreement between the Registrant and Investors Bank & Trust
Company, as custodian (including transfer agency services).*

9.(a) Administrative Services Agreement between the Registrant and Signature
Broker-Dealer Services, Inc. ("Signature"), as administrator.*

9.(b) Administrative Services Plan of the Registrant.*

11.Not applicable.

13.Investment representation letters from initial shareholders.*

17.Financial Data Schedule.**

* Previously filed and incorporated herein by reference.
** Filed herewith.

Item 25. Persons Controlled by or under Common Control with Registrant.

C-1

<PAGE>

Not applicable.

Item 26. Number of Holders of Securities.

(1) (2)
Number of Record Holders
Title of Class as of November 27, 1995
-------------- -----------------------

Beneficial Interests 3

Item 27. Indemnification.

Reference is hereby made to Article V of the Registrant's Declaration
of Trust, filed as an Exhibit herewith.

The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Item 28. Business and Other Connections of Investment Adviser.

The Directors of KLD are Peter D. Kinder, Amy Lee Domini and Steven D.
Lydenberg. The stockholders of KLD are Peter D. Kinder, Amy Lee Domini, Steven
D. Lydenberg and James Earl Brooks.

Item 29. Principal Underwriters.

(a) Signature is the exclusive placement agent for the Registrant.
Signature or an affiliate acts as the placement agent or distributor for other
registered investment companies.

(b) The information required by this Item 29 with respect to each
director or officer of Signature is incorporated by reference herein from
Schedule A of Form BD (File No. 8-41134) filed by Signature pursuant to the
Securities Exchange Act of 1934.

Item 30. Location of Accounts and Records.

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

Name Address

Kinder, Lydenberg, Domini & Co., Inc. Seven Dana Street
(investment adviser) Cambridge, MA 02138

State Street Bank and Trust Company 1776 Heritage Drive
(investment manager) North Quincy, MA 02171

Signature Broker-Dealer 6 St. James Avenue
Services, Inc. Boston, MA 02116

C-2

<PAGE>

(administrator and exclusive
placement agent)

Investors Bank & Trust Company 79 Milk Street
(custodian) Boston, MA 02205

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

Not applicable.

C-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to the Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereto duly authorized in
the City of Boston, and Commonwealth of Massachusetts on the 27th day of
November, 1995.

DOMINI SOCIAL INDEX PORTFOLIO

By /S/ PHILIP W. COOLIDGE
Philip W. Coolidge
President

DSI73C

<PAGE>

DSI73C

EXHIBITS

Exhibit
No. Description of Exhibit

1. Declaration of Trust of the Registrant.

2. By-Laws of the Registrant.

5.(a) Investment Advisory Agreement between the Registrant and KLD.

5.(b) Investment Management Agreement between the Registrant and Mellon
Equity Associates.

17 Financial Data Schedule

DSI208

AMENDED AND RESTATED
DECLARATION OF TRUST

DOMINI SOCIAL INDEX PORTFOLIO

This is an AMENDED AND RESTATED DECLARATION OF TRUST of the Domini
Social Index Portfolio made on the 7th day of June, 1989 by the parties
signatory hereto, as trustees (such persons, so long as they shall continue in
office in accordance with the terms of this Declaration of Trust, and all other
persons who at the time in question have been duly elected or appointed as
trustees in accordance with the provisions of this Declaration of Trust and are
then in office, being hereinafter called the "Trustees").

W I T N E S S E T H:

WHEREAS, the Trustees desire to form a trust fund under the law of New
York for the investment and reinvestment of its assets; and

WHEREAS, it is proposed that the trust assets be composed of funds
contributed thereto by the holders of interests in the trust entitled to
ownership rights in the trust;

NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all money and property contributed to the trust fund to manage and dispose
of the same for the benefit of the holders of interests in the Trust and subject
to the provisions hereof, to wit:

ARTICLE I

The Trust

1.1. Name. The name of the trust created hereby (the "Trust") shall be
"Domini Social Index Portfolio," and so far as may be practicable the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued
under that name, which name (and the word "Trust" wherever hereinafter used)
shall refer to the Trustees as Trustees, and not individually, and shall not
refer to the officers, agents, employees or holders of interests in the Trust.
However, should the Trustees determine that the use of the name of the Trust is
not advisable, they may select such other name for the Trust as they deem proper
and the Trust may hold its property and conduct its activities under such other
name. Any name change shall become effective upon the execution by a majority of
the then Trustees of an instrument setting forth the new name. Any such
instrument shall have the status of an amendment to this Declaration.

<PAGE>

1.2. Definitions. As used in this Declaration, the following terms
shall have the following meanings:

The terms "Affiliated Person", "Assignment" and "Interested Person"
shall have the meanings given them in the 1940 Act, as amended from time to
time.

"Administrator" shall mean any party furnishing services to the Trust
pursuant to any administrative services contract described in Section 4.1
hereof.

"Book Capital Account" shall mean, for any Holder at any time, the Book
Capital Account of the Holder for such day, determined in accordance with
generally accepted accounting principles and the provisions of the 1940 Act.

"Commission" shall mean the Securities and Exchange Commission.

"Declaration" shall mean this Declaration of Trust as amended from time
to time. References in this Declaration to "Declaration", "hereof", "herein" and
"hereunder" shall be deemed to refer to the Declaration rather than the article
or section in which such words appear.

"Fiscal Year" shall mean an annual period as determined by the
Trustees.

"Holders" shall mean as of any particular time all holders of record of
Interests of the Trust at such time.

"Institutional Investor(s)" shall mean any regulated investment
company, segregated asset account, foreign investment company, common trust
fund, group trust or similar investment arrangement other than an individual, S
corporation, partnership or grantor trust beneficially owned by any individual,
S corporation or partnership.

"Interest(s)" shall mean the interest of a Holder in the Trust,
including all rights, powers and privileges accorded to Holders in this
Declaration, which interest may be expressed as a percentage, determined by
calculating, at such times and on such basis, as the Trustees shall from time to
time determine, the ratio of each Holders' Book Capital Account balance to the
total of all Holders' Book Capital Account balances. Reference herein to a
specified percentage in, or fraction of, Interests of the Holders, means Holders
whose combined Book Capital Accounts represent such specified percentage or
fraction of the Book Capital Accounts of all Holders.

"Investment Adviser" shall mean any party and each party furnishing
services to the Trust pursuant to any investment advisory or management contract
described in Section 4.1 hereof.

"Majority Interests Vote" shall mean the vote, at a meeting of the
Holders of the Trust, of (A) 67% or more of the Interests present or represented
at such meeting, if the Holders of more than 50% of the Interests of the Trust
are present or represented by proxy or (B) more than 50% of the Interests of the
Trust, whichever is less.

<PAGE>

"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.

"Registration Statement" shall mean the currently effective
Registration Statement of the Trust under the 1940 Act.

"Trustees" shall mean the signatories to this Declaration, so long as
they shall continue in office in accordance with the terms hereof, and all other
persons who at the time in question have been duly elected or appointed and have
qualified as trustees in accordance with the provisions hereof and are then in
office, who are herein referred to as the "Trustees", and reference in this
Declaration to a Trustee or Trustees shall refer to such person or persons in
their capacity as trustees hereunder.

"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust or the Trustees.

The "1940 Act" refers to the Investment Company Act of 1940, as amended
from time to time, and the rules and regulations thereunder.

ARTICLE II

Trustees

2.1. Number and Qualification. The number of Trustees shall be fixed
from time to time by written instrument signed by a majority of the Trustees
then in office, provided, however, that the number of Trustees shall in no event
be less than three or more than fifteen. Any vacancy created by an increase in
Trustees may be filled by the appointment of an individual having the
qualifications described in this Article made by a written instrument signed by
a majority of the Trustees then in office. Any such appointment shall not become
effective, however, until the individual named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of this Declaration. No reduction in the number
of Trustees shall have the effect of removing any Trustee from office. Whenever
a vacancy in the number of Trustees shall occur, until such vacancy is filled as
provided in Section 2.4 hereof, the Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration. A Trustee shall be
an individual at least 21 years of age who is not under legal disability.

2.2. Term and Election. Each Trustee named herein, or elected or
appointed prior to the first meeting of the Holders, shall (except in the event
of resignations or removals or vacancies pursuant to Section 2.3 or 2.4 hereof)
hold office until his successor has been elected at such meeting and has
qualified to serve as Trustee, as required under the 1940 Act. Beginning with
the Trustees elected at the first meeting of Holders, each Trustee shall hold
office during the lifetime of this Trust and until its termination as
hereinafter provided unless such Trustee resigns or is removed as provided in

<PAGE>

Section 2.3 below.

2.3. Resignation and Removal. Any Trustee may resign his trust (without
need for prior or subsequent accounting) by an instrument in writing signed by
him and delivered or mailed to the Chairman, if any, the President or the
Secretary and such resignation shall be effective upon such delivery, or at a
later date according to the terms of the instrument. Any of the Trustees may be
removed by the affirmative vote of the Holders of two-thirds (2/3) of the
Interests or (provided the aggregate number of Trustees, after such removal and
after giving effect to any appointment made to fill the vacancy created by such
removal, shall not be less than the number required by Section 2.1 hereof) with
cause, by the action of two-thirds of the remaining Trustees. Removal with cause
includes, but is not limited to, the removal of a Trustee due to physical or
mental incapacity. Upon the resignation or removal of a Trustee, or his
otherwise ceasing to be a Trustee, he shall execute and deliver such documents
as the remaining Trustees shall require for the purpose of conveying to the
Trust or the remaining Trustees any Trust Property held in the name of the
resigning or removed Trustee. Upon the death of any Trustee or upon removal or
resignation due to any Trustee's incapacity to serve as trustee, his legal
representative shall execute and deliver on his behalf such documents as the
remaining Trustees shall require as provided in the preceding sentence.

2.4. Vacancies. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, adjudicated
incompetence or other incapacity to perform the duties of the office, or
removal, of a Trustee. No such vacancy shall operate to annul this Declaration
or to revoke any existing agency created pursuant to the terms of this
Declaration. In the case of a vacancy, the Holders of at least a majority of the
Interests entitled to vote, acting at any meeting of the Holders held in
accordance with section 9.1 hereof, or, to the extent permitted by the 1940 Act,
a majority vote of the Trustees continuing in office acting by written
instrument or instruments, may fill such vacancy, and any Trustee so elected by
the Trustees or the Holders shall hold office as provided in this Declaration.

2.5. Meetings. Meetings of the Trustees shall be held from time to time
upon the call of the Chairman, if any, the President, the Secretary, an
Assistant Secretary or any two Trustees. Regular meetings of the Trustees may be
held without call or notice at a time and place fixed by the By-Laws or by
resolution of the Trustees. Notice of any other meeting shall be mailed or
otherwise given not less than 24 hours before the meeting but may be waived in
writing by any Trustee either before or after such meeting. The attendance of a
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where a Trustee attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened. The Trustees may act with or without a meeting. A quorum for
all meetings of the Trustees shall be a majority of the Trustees. Unless
provided otherwise in this Declaration, any action of the Trustees may be taken
at a meeting by vote of a majority of the Trustees present (a quorum being
present) or without a meeting by written consent of a majority of the Trustees.

<PAGE>

Any committee of the Trustees, including an executive committee, if
any, may act with or without a meeting. A quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless provided otherwise
in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without
a meeting by written consent of a majority of the members.

With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust within the meaning of
Section 1.2 hereof or otherwise interested in any action to be taken may be
counted for quorum purposes under this Section 2.5 and shall be entitled to vote
to the extent permitted by the 1940 Act.

All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to such
communications system shall constitute presence in person at such meeting.

2.6. Officers; Chairman of the Board. The Trustees shall, from time to
time, elect a President, a Secretary and a Treasurer. The Trustees may elect or
appoint, from time to time, a Chairman of the Board who shall preside at all
meetings of the Trustees and carry out such other duties as the Trustees shall
designate. The Trustees may elect or appoint or authorize the President to
appoint such other officers or agents with such powers as the Trustees may deem
to be advisable. The President shall be and the Secretary and Treasurer may, but
need not, be a Trustee.

2.7. By-Laws. The Trustees may adopt and, from time to time, amend or
repeal the By-Laws for the conduct of the business of the Trust.

ARTICLE III

Powers of Trustees

3.1. General. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same extent as
if the Trustees were the sole owners of the Trust Property and business in their
own right, but with such powers of delegation as may be permitted by this
Declaration. The Trustees may perform such acts as in their sole discretion are
proper for conducting the business of the Trust. The enumeration of any specific
power herein shall not be construed as limiting the aforesaid power. Such powers
of the Trustees may be exercised without order of or resort to any court.

3.2. Investments. The Trustees shall have power to:

(a) conduct, operate and carry on the business of an
investment company

(b) subscribe for, invest in, reinvest in, purchase or

<PAGE>

otherwise acquire, hold, pledge, sell, assign, transfer, exchange,
distribute or otherwise deal in or dispose of United States and foreign
currencies and related instruments including forward contracts, and
securities, including, common and preferred stock, warrants, bonds,
debentures, time notes and all other evidences of indebtedness,
negotiable or non-negotiable instruments, obligations, certificates of
deposit or indebtedness, commercial paper, repurchase agreements,
reverse repurchase agreements, convertible securities, forward
contracts, options, futures contracts, and other securities, including,
without limitation, those issued, guaranteed or sponsored by any state,
territory or possession of the United States and the District of
Columbia and their political subdivisions, agencies and
instrumentalities, or by the United States Government, any foreign
government, or any agency, instrumentality or political subdivision of
the United States Government or any foreign government, or
international instrumentalities, or by any bank, savings institution,
corporation or other business entity organized under the laws of the
United States or under foreign laws; and to exercise any and all
rights, powers and privileges of ownership or interest in respect of
any and all such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with respect
thereto, with power to designate one or more persons, firms,
associations, or corporations to exercise any of said rights, powers
and privileges in respect of any of said instruments; and the Trustees
shall be deemed to have the foregoing powers with respect to any
additional securities in which the Trustees may determine to invest.

The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.

3.3. Legal Title. Legal title to all the Trust Property shall be vested
in the Trustees as joint tenants except that the Trustees shall have the power
to cause legal title to any Trust Property to be held by or in the name of one
or more of the Trustees, or in the name of the Trust, or in the name of any
other Person on behalf of the Trust, on such terms as the Trustees may
determine.

The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each person who may hereafter become a Trustee upon
his due election and qualification. Upon the resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered.

3.4. Sale of Interests. Subject to the more detailed provisions set
forth in Articles VII and VIII, the Trustees shall have the power to permit
persons to purchase Interests and to add to or reduce, in whole or in part,
their Interest in the Trust.

<PAGE>

3.5. Borrow Money. The Trustees shall have power to borrow money or
otherwise obtain credit and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the Trust, including the lending
of portfolio securities, and to endorse, guarantee, or undertake the performance
of any obligation, contract or engagement of any other person, firm, association
or corporation.

3.6. Delegation; Committees. The Trustees shall have power, consistent
with their continuing exclusive authority over the management of the Trust and
the Trust Property, to delegate from time to time to such of their number or to
officers, employees or agents of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Trustees or otherwise as the Trustees may deem expedient.

3.7. Collection and Payment. The Trustees shall have power to collect
all property due to the Trust; and to pay all claims, including taxes, against
the Trust Property; to prosecute, defend, compromise or abandon any claims
relating to the Trust Property; to foreclose any security interest securing any
obligations, by virtue of which any property is owed to the Trust; and to enter
into releases, agreements and other instruments.

3.8. Expenses. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees. The Trustees
may pay themselves such compensation for special services, including legal and
brokerage services, as they in good faith may deem reasonable, and reimbursement
for expenses reasonably incurred by themselves on behalf of the Trust.

3.9. Miscellaneous Powers. The Trustees shall have the power to: (a)
employ or contract with such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) purchase,
and pay for out of Trust Property, insurance policies insuring the Investment
Adviser, Administrator, placement agent, Holders, Trustees, officers, employees,
agents, or independent contractors of the Trust against all claims arising by
reason of holding any such position or by reason of any action taken or omitted
by any such Person in such capacity, whether or not the Trust would have the
power to indemnity such Person against such liability; (d) establish pension,
profit-sharing and other retirement, incentive and benefit plans for any
Trustees, officers, employees and agents of the Trust; (e) make donations,
irrespective of benefit to the Trust, for charitable, religious, educational,
scientific, civic or similar purposes; (f) to the extent permitted by law,
indemnity any Person with whom the Trust has dealings, including the Investment
Adviser, Administrator, placement agent, Holders, Trustees, officers, employees,
agents or independent contractors of the Trust, to such extent as the Trustees
shall determine; (g) guarantee indebtedness or contractual obligations of
others; (h) determine and change the Fiscal Year of the Trust and the method in
which its accounts shall be

<PAGE>

kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not
impair the validity of any instrument executed on behalf of the Trust.

3.10. Further Powers. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices, whether within or without the State of New York, in any
and all states of the United States of America, in the District of Columbia, and
in any and all commonwealths, territories, dependencies, colonies, possessions,
agencies or instrumentalities of the United States of America and of foreign
governments, and to do all such other things and execute all such instruments as
they deem necessary, proper or desirable in order to promote the interests of
the Trust although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust made by the Trustees
in good faith shall be conclusive. In construing the provisions of this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court order to deal
with Trust Property.

ARTICLE IV

Investment Advisory, Investment Management, Administrative
Services and Placement Agent Arrangements

4.1. Investment Advisory and Other Arrangements. The Trustees may in
their discretion, from time to time, enter into investment advisory, management
and administrative services contracts or placement agent agreements whereby the
other party to such contract or agreement shall undertake to furnish the
Trustees such investment advisory, management, administrative, placement agent
and/or other services as the Trustees shall, from time to time, consider
desirable and all upon such terms and conditions as the Trustees may in their
discretion determine. Notwithstanding any provisions of this Declaration, the
Trustees may authorize any Investment Adviser (subject to such general or
specific instructions as the Trustees may, from time to time, adopt) to effect
purchases, sales, loans or exchanges of Trust Property on behalf of the Trustees
or may authorize any officer, employee or Trustee to effect such purchases,
sales, loans or exchanges pursuant to recommendations of any such Investment
Adviser (and all without further action by the Trustees). Any such purchases,
sales, loans and exchanges shall be deemed to have been authorized by all of the
Trustees.

4.2. Parties to Contract. Any contract of the character described in
Section 4.1 of this Article IV or in the By-Laws of the Trust may be entered
into with any corporation, firm, trust or association, although one or more of
the Trustees or officers of the Trust may be an officer, director, Trustee,
shareholder, or member of such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized directly or
By-Laws. The same person (including a firm, corporation, trust, or association)
may be the other party to contracts entered into pursuant to Section 4.1 above
or the By-Laws of the Trust, and any individual

<PAGE>

may be financially interested or otherwise affiliated with persons who are
parties to any or all of the contracts mentioned in this Section 4.2.

ARTICLE V

Limitations of Liability

5.1. No Personal Liability of Trustees, Officers, Employees, Agents;
Liability of Holders; Indemnification. No Trustee, officer, employee or agent of
the Trust shall be subject to any personal liability whatsoever to any Person,
other than the Trust or its Holders, in connection with Trust Property or the
affairs of the Trust, save only that arising from his bad faith, willful
misfeasance, gross negligence or reckless disregard of his duty to such Person;
and all such Persons shall look solely to the Trust Property for satisfaction of
claims of any nature against a Trustee, officer, employee or agent of the Trust
arising in connection with the affairs of the Trust. Each Holder shall be
jointly and severally liable (with rights of contribution inter se in proportion
to their respective Interests in the Trust) for the liabilities and obligations
of the Trust in the event that the Trust fails to satisfy such liabilities and
obligations; provided, however, that, to the extent assets are available in the
Trust, the Trust shall indemnity and hold each Holder harmless from and against
any claim or liability to which such Holder may become subject by reason of his
being or having been a Holder to the extent that such claim or liability imposes
on the Holder an obligation or liability which, when compared to the obligations
and liabilities imposed on other Holders, is greater than his Interest
(proportionate share), and shall reimburse such Holder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. The rights accruing to a Holder under this Section 5.1 shall not
exclude any other right to which such Holder may be lawfully entitled, nor shall
anything herein contained restrict the right of the Trust to indemnity or
reimburse a Holder in any appropriate situation even though not specifically
provided herein. Notwithstanding the indemnification procedure described above,
it is intended that each Holder shall remain jointly and severally liable to the
Trust's creditors as a legal matter.

5.2. Non-liability of Trustees, etc. No Trustee, officer, employee or
agent of the Trust shall be liable to the Trust, its Holders, or to any Trustee,
officer, employee, or agent thereof for any action or failure to act (including,
without limitation, the failure to compel in any way any former or acting
Trustee to redress any breach of trust) except for his own bad faith, willful
misfeasance, gross negligence or reckless disregard of his duties.

5.3. Mandatory Indemnification. The Trust shall indemnify each of its
Trustees, officers, employees, and agents (including persons who serve at its
request as directors, officers or trustees of another organization in which it
has any interest, as a shareholder, creditor or otherwise) against all
liabilities and expenses (including amounts paid in satisfaction of judgments,
in compromise, as fines and penalties, and as counsel fees) reasonably incurred
by him in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while in office or thereafter, by

<PAGE>

reason of his being or having been such a Trustee, officer, employee or agent,
except with respect to any matter as to which he shall have been adjudicated to
have acted in bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties; provided, however, that as to any matter disposed of by
a compromise payment by such Person, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other expenses shall be
provided unless there has been a determination that such Person did not engage
in willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office by the court or other body
approving the settlement or other disposition or by a reasonable determination,
based upon a review of readily available facts (as opposed to a full trial-type
inquiry), that he did not engage in such conduct by written opinion from
independent legal counsel approved by the Trustees. The rights accruing to any
Person under these provisions shall not exclude any other right to which he may
be lawfully entitled; provided that no Person may satisfy any right of indemnity
or reimbursement granted herein or in Section 5.1 or to which he may be
otherwise entitled except out of the Trust Property. The Trustees may make
advance payments in connection with indemnification under this Section 5.3,
provided that the indemnified Person shall have given a written undertaking to
reimburse the Trust in the event it is subsequently determined that he is not
entitled to such indemnification.

5.4. No Bond Required of Trustees. No Trustee shall, as such, be
obligated to give any bond or surety or other security for the performance of

any of his duties hereunder.

5.5. No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, or other person dealing with the Trustees or any officer,
employee or agent of the Trust shall be bound to make any inquiry concerning the
validity of any transaction purporting to be made by the Trustees or by said
officer, employee or agent or be liable for the application of money or property
paid, loaned, or delivered to or on the order of the Trustees or of said
officer, employee or agent. Every obligation, contract, instrument, certificate
or other interest or undertaking of the Trust, and every other act or thing
whatsoever executed in connection with the Trust shall be conclusively taken to
have been executed or done by the executors thereof only in their capacity as
Trustees, officers, employees or agents of the Trust. Every written obligation,
contract, instrument, certificate or other interest or undertaking of the Trust
made or sold by the Trustees or by any officer, employee or agent of the Trust,
in his capacity as such, shall contain an appropriate recital to the effect that
the Trustee, officer, employee and agent of the Trust shall not personally be
bound by or liable thereunder, nor shall resort be had to their private property
for the satisfaction of any obligation or claim thereunder, and appropriate
references shall be made therein to the Declaration, and may contain any further
recital which they may deem appropriate, but the omission of such recital shall
not operate to impose personal liability on any of the Trustees, officers,
employees or agents of the Trust. The Trustees may maintain insurance for the
protection of the Trust Property, its Holders, Trustees, officers, employees and
agents in such amount as the Trustees shall deem adequate to cover possible tort
liability, and such other insurance as the Trustees in their sole judgment shall
deem advisable.

<PAGE>

5.6. Reliance on Experts, etc. Each Trustee and officer or employee of
the Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by any Investment Adviser, Administrator,
accountant, appraiser or other experts or consultants selected with reasonable
care by the Trustees, officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee.

ARTICLE VI

Interests of the Trust

6.1. Interests. The beneficial interest in the property of the Trust
shall consist of non-transferable Interests. The Trustees may permit the
purchase of Interests but only if the purchaser is an Institutional Investor.
Individuals, S corporations, partnerships and grantor trusts that are
beneficially owned by any individual, S corporation or partnership may not
purchase Interests. Subject to applicable law and to such restrictions as may be
adopted by the Trustees, a Holder may increase or decrease its Interest without
limitation.

6.2. Rights of Holders. The ownership of the Trust Property of every
description and the right to conduct any business hereinbefore described are
vested exclusively in the Trustees, and the Holders shall have no right or title
therein other than the beneficial interest conferred by their Interests and they
shall have no right to call for any partition or division of any property,
profits or rights of the Trust. The Interests shall be personal property giving
only the rights in this Declaration specifically set forth.

6.3. Purchase of or Increase in Interests. The Trustees, in their
discretion, may, from time to time, without a vote of the Holders, permit the
purchase of Interests by such party or parties (or increase in the Interest of a
Holder) and for such type of consideration, including cash or property, at such
time or times (including, without limitation, each business day), and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with the
assumption of, liabilities) and businesses.

6.4. Register of Interests. A register shall be kept at the Trust under
the direction of the Trustees which shall contain the names and addresses of the
Holders and the Book Capital Account balances of each Holder. Each such register
shall be conclusive as to who are the Holders of the Trust and who shall be
entitled to payments of distributions or otherwise to exercise or enjoy the
rights of Holders. No Holder shall be entitled to receive payment of any
distribution, nor to have notice given to it as herein provided, until it has
given its address to such officer or agent of the Trustees as shall keep the
said register for entry thereon.

6.5. Non-Transferability. Interests shall not be transferable.

<PAGE>

6.6. Notices. Any and all notices to which any Holder hereunder may be
entitled and any and all communications shall be deemed duly served or given
if mailed, postage prepaid, addressed to any Holder of record at its last
known address as recorded on the register of the Trust.

ARTICLE VII

Decreases And Withdrawals

7.1. Decreases and Withdrawals. A Holder shall have the authority to
decrease or withdraw its Interest in the Trust, at such Holder's option, subject
to the terms and conditions provided in this Article VII. The Trust shall, upon
application of any Holder or pursuant to authorization from any Holder, and
subject to this Article 7.1, decrease or withdraw such Holder's Interest for an
amount determined by the application of a formula adopted for such purpose by
resolution of the Trustees; provided that (a) such amount shall not exceed the
reduction in a Holder's Book Capital Account effected by such decrease or
withdrawal of its Interest and (b) if so authorized by the Trustees, the Trust
may, at any time and from time to time, charge fees for effecting such decrease
or withdrawal, at such rates as the Trustees may establish, and may, at any time
and from time to time, suspend such right of decrease or withdrawal. The
procedures for effecting decreases or withdrawals shall be as determined by the
Trustees from time to time.

ARTICLE VIII

Determination of Book Capital Account
Balances, Net Income and Distributions

8.1. Book Capital Account Balances. The Book Capital Account balances
of Holders of the Trust shall be determined daily at such time or times as the
Trustees may determine. The Trustees shall adopt resolutions setting forth the
method of determining the Book Capital Account balances for each Holder. The
power and duty to make calculations pursuant to such resolutions may be
delegated by the Trustees to the Investment Adviser, Administrator, custodian,
or such other person as the Trustees may determine.

8.2. Distributions and Allocations to Holders. The Trustees shall, in
compliance with the regulations promulgated under applicable provisions of the
Internal Revenue Code of 1986, as amended (herein the "Code"), agree to (i) the
daily allocation of income or loss to each Holder of the Trust, (ii) the payment
of distributions to Holders and (iii) upon liquidation, the final distribution
of items of taxable income and expense. Such agreement shall be set forth in
written instructions directed to the Trust's accountants specifying the method
by which the Trust will comply with the Code. The Trustees may amend the
instructions adopted pursuant to this Section 8.2 from time to time to the
extent necessary to comply with the Code or any regulations promulgated
thereunder. The Trustees may always retain from the net profits such amount as
they may deem necessary to pay the debts or expenses of the Trust or to meet
obligations of the Trust, or as they may deem desirable to use in the conduct of
its affairs or to retain for future

<PAGE>

requirements or extensions of the business.

8.3. Power to Modify Foregoing Procedures. Notwithstanding any of the
foregoing provisions of this Article VIII, the Trustees may prescribe, in their
absolute discretion, such other bases and times for determining the net income
and net assets of the Trust, the allocation of income or the payment of
distributions to the Holders of the Trust as they may deem necessary or
desirable to enable the Trust to comply with any provision of the 1940 Act, any
rule or regulation thereunder, or any order of exemption issued by said
Commission, all as in effect now or hereafter amended or modified.

ARTICLE IX

Holders

9.1. Meetings of Holders. Meetings of the Holders may be called at any
time by a majority of the Trustees and shall be called by any Trustee upon
written request of Holders holding, in the aggregate, not less than 10% of the
Interests of the Trust, such request specifying the purpose or purposes for
which such meeting is to be called. Any such meeting shall be held within or
without the State of New York on such day and at such time as the Trustees shall
designate. Holders of one-third of the Interests of the Trust, present in person
or by proxy, shall constitute a quorum for the transaction of any business,
except as may otherwise be required by the 1940 Act or other applicable law or
by this Declaration or the By-Laws of the Trust. If a quorum is present at a
meeting, an affirmative vote by the Holders present, in person or by proxy,
holding more than 50% of the total Interests of the Holders present, either in
person or by proxy, at such meeting constitutes the action of the Holders,
unless the 1940 Act, other applicable law, this Declaration or the By-Laws of
the Trust requires a greater number of affirmative votes.

9.2. Notice of Meetings. Notice of all meetings of the Holders, stating
the time, place and purposes of the meeting, shall be given by the Trustees by
mail to each Holder, at his registered address, mailed at least 10 days and not
more than 60 days before the meeting. At any such meeting, any business properly
before the meeting may be considered whether or not stated in the notice of the
meeting. Any adjourned meeting may be held as adjourned without further notice.

9.3. Record Date for Meetings. For the purpose of determining the
Holders who are entitled to notice of and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time fix a date, not more than 90 days prior to the
date of any meeting of the Holders or payment of distributions or other action,
as the case may be, as a record date for the determination of the Persons to be
treated as Holders of record for such purposes.

9.4. Proxies, etc. At any meeting of Holders, any Holder entitled to
vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for

<PAGE>

verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of a majority of the Trustees, proxies may be solicited in the name
of one or more Trustees or one or more of the officers of the Trust. Only
Holders of record shall be entitled to vote. Each Holder shall be entitled to a
vote proportionate to its Interest in the Trust. When Interests are held jointly
by several persons, any one of them may vote at any meeting in person or by
proxy in respect of such Interest, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Interest. A proxy purporting to be executed by or on behalf of a
Holder shall be deemed valid unless challenged at or prior to its exercise, and
the burden of proving invalidity shall rest on the challenger. If the Holder is
a minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person as regards the charge or management of its Interest,
he may vote by his guardian or such other person appointed or having such
control, and such vote may be given in person or by proxy.

9.5. Reports. The Trustees shall cause to be prepared, at least
annually, a report of operations containing a balance sheet and statement of
income and undistributed income of the Trust prepared in conformity with
generally accepted accounting principles and an opinion of an independent public
accountant on such financial statements. The Trustees shall, in addition,
furnish to the Holders at least semi-annually interim reports containing an
unaudited balance sheet as of the end of such period and an unaudited statement
of income and surplus for the period from the beginning of the current Fiscal
Year to the end of such period.

9.6. Inspection of Records. The records of the Trust shall be open to
inspection by Holders during normal business hours for any purpose not harmful
to the Trust.

9.7. Holder Action by Written Consent.. Any action which may be taken
by Holders may be taken without a meeting if Holders holding more than 50% of
the total Interests entitled to vote (or such larger proportion thereof as shall
be required by any express provision of this Declaration) shall consent to the
action in writing and the written consents are filed with the records of the
meetings of Holders. Such consent shall be treated for all purposes as a vote
taken at a meeting of Holders.

ARTICLE X

Duration; Termination of Trust;
Amendment; Mergers; Etc.

10.1. Duration. Subject to possible termination or dissolution in
accordance with the provisions of Sections 10.2 and 10.3 respectively, the Trust
created hereby shall continue until the expiration of 20 years after the death
of the last survivor of the initial Trustees named herein and the following
named persons:

<PAGE>

Name Address Date of Birth

Amanda Jehan Sher Coolidge 236 West Newton Street August 16, 1989
Boston, MA 02116

David Cornelius Johnson 752 West End Avenue, May 2, 1989
Apt. 10J
New York, NY 10025

Conner Leahy McCabe 100 Parkway Road, Apt. 3C February 22, 1989
Bronxville, NY 10708

Andrea Hellegers 530 E. 84th St., 5H December 22, 1988
New York, NY 10028

Emilie Blair Ruble 30 Fifth Avenue, Apt. 11F February 24, 1989
New York, NY 10011

Brian Patrick Lyons 152-48 Jewel Avenue January 10, 1989
Flushing, NY 11367

Caroline Bolger Cima 11 Beechwood Lane December 23, 1988
Scarsdale, NY 10583

10.2. Termination of Trust.

(a) The Trust may be terminated (i) by the affirmative vote of
the Holders of not less than two-thirds of the Interests of the Trust
at any meeting of the Holders or by an instrument in writing, without a
meeting, signed by a majority of the Trustees and consented to by the
Holders of not less than two-thirds of such Interests, or (ii) by the
Trustees by written notice to the Holders. Upon any such termination,

(i) The Trust shall carry on no business except for the
purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the
affairs of the Trust and all of the powers of the Trustees
under this Declaration shall continue until the affairs of the
Trust shall have been wound up, including the power to,
fulfill or discharge the contracts of the Trust, collect its
assets, sell, convey, assign, exchange, or otherwise dispose
of all or any part of the remaining Trust Property to one or
more persons at public or private sale for consideration which
may consist in whole or in part of cash, securities or other
property of any kind, discharge or pay its liabilities, and do
all other acts appropriate to liquidate its business; provided
that any sale, conveyance, assignment, exchange, or other
disposition of all or substantially all the Trust Property
shall require approval of the principal terms of the
transaction and the nature and amount of the consideration by
the vote of Holders holding more than 50% of the total
Interests entitled to vote.

(iii) After paying or adequately providing for the
payment of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements, as they deem necessary
for their protection, the Trustees may distribute the
remaining Trust Property, in cash or in kind or partly each,
among the Holders

<PAGE>

according to their respective rights.

(b) Upon termination of the Trust and distribution to the
Holders as herein provided, a majority of the Trustees shall execute
and lodge among the records of the Trust an instrument in writing
setting forth the fact of such termination. Upon termination of the
Trust, the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the rights and interests of all
Holders shall thereupon cease.

10.3 Dissolution. Upon the withdrawal, resignation, retirement,
bankruptcy or expulsion of any Holder, the Trust shall be dissolved effective
120 days after the event. However, the Holders may, by a unanimous affirmative
vote at any meeting of the Holders or by an instrument in writing without a
meeting signed by a majority of the Trustees and consented to by all of the
Holders, agree to continue the business of the Trust even if there has been a
prior dissolution and termination.

10.4. Amendment Procedure.

(a) This Declaration may be amended by the vote of Holders
holding more than 50% of the total Interests entitled to vote or by an
instrument in writing, without a meeting, signed by a majority of the
Trustees and consented to by the vote of Holders holding more than 50%
of the total Interests entitled to vote. The Trustees may also amend
this Declaration without the vote or consent of Holders to change the
name of the Trust, to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof,
or to conform this Declaration to the requirements of applicable
federal laws or regulations or the requirements of the applicable
provisions of the Internal Revenue Code of 1986, as amended, but the
Trustees shall not be liable for failing so to do.

(b) No amendment may be made, under Section 10.4(a) above,
which would change any rights with respect to any Interest in the Trust
by reducing the amount payable thereon upon liquidation of the Trust or
by diminishing or eliminating any voting rights pertaining thereto,
except with the vote or consent of the Holders of two-thirds of the
Interests of the Trust.

(c) A certification in recordable form signed by a majority of
the Trustees setting forth an amendment and reciting that it was duly
adopted by the Holders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a majority
of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.

Notwithstanding any other provision hereof, until such time as
Interests are first sold, this Declaration may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees or by an
instrument signed by a majority of the Trustees.

10.5. Merger, Consolidation and Sale of Assets. The Trust, or any
series thereof, may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized at any meeting of
Holders called for the purpose by the affirmative vote of the Holders of not
less than two-thirds of the Interests of the Trust, or by an

<PAGE>

instrument or instruments in writing without a meeting, consented to by the
Holders of not less than two-thirds of such Interests, and any such merger,
consolidation, sale, lease or exchange shall be deemed for all purposes to have
been accomplished under and pursuant to the statutes of the State of New York.

10.6. Incorporation. Upon a Majority Interests Vote, the Trustees may
cause to be organized or assist in organizing a corporation or corporations
under the laws of any jurisdiction or any other trust, partnership, association
or other organization to take over all of the Trust Property or to carry on any
business in which the Trust shall directly or indirectly have any interest, and
to sell, convey and transfer the Trust Property to any such corporation, trust,
association or organization in exchange for the equity interests thereof or
otherwise, and to lend money to, subscribe for the equity interests of, and
enter into any contracts with any such corporation, trust, partnership,
association or organization, or any corporation, partnership, trust, association
or organization in which the Trust holds or is about to acquire equity
interests. The Trustees may also cause a merger or consolidation between the
Trust or any successor thereto and any such corporation, trust, partnership,
association or other organization if and to the extent permitted by law, as
provided under the law then in effect. Nothing contained herein shall be
construed as requiring approval of the Holders for the Trustees to organize or
assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the Trust Property to such organizations or entities.

ARTICLE XI

Miscellaneous

11.1. Certificate of Designation; Agent for Service of Process. The
Trust shall file, in the Department of State of New York, a certificate, in the
Trust name and signed by an officer of the Trust, designating the Secretary of
the State of New York as an agent upon whom process in any action or proceeding
against the Trust may be served.

11.2. Governing Law. This Declaration is executed by the Trustees and
delivered in the State of New York and with reference to the laws thereof, and
the rights of all parties and the validity and construction of every provision
hereof shall be subject to and construed according to the laws of the State of
New York and reference shall be specifically made to the trust law of the State
of New York as to the construction of matters not specifically covered herein or
as to which an ambiguity exists.

11.3. Counterparts. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument,
which shall be sufficiently evidenced by any such original counterpart.

11.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trusts or of any recording
office in which this Declaration may be recorded, appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or Holders, (b)
the due authorization of the execution of any instrument or writing, (c) the
form of any vote passed at a meeting of Trustees or Holders, (d) the fact that
the number of Trustees or Holders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (e) the

<PAGE>

form of any By-Laws adopted by or the identity of any officers elected by the
Trustees, or (f) the existence of any fact or facts which in any manner relate
to the affairs of the Trust, shall be conclusive evidence as to the matters so
certified in favor of any person dealing with the Trustees and their successors.

11.5. Provisions in Conflict With Law or Regulations.

(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with the 1940 Act, or with other
applicable laws and regulations, the conflicting provision shall be
deemed never to have constituted a part of his Declaration; provided,
however, that such determination shall not affect any of the remaining
provisions of this Declaration or render invalid or improper any action
taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any
other jurisdiction or any other provision of this Declaration in any
jurisdiction.

11.6 Principal Office. The principal office of the Trust is 6 St.
James Avenue, 9th Floor, Boston, Massachusetts, 02116

IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

/s/PHILIP W. COOLIDGE 6/7/89
Trustee Date

/s/GAIL MCHUGH 6/7/89
Trustee Date

/s/MOLLY S. MUGLER 6/7/89
Trustee Date

DSI209

DOMINI SOCIAL INDEX PORTFOLIO

BY-LAWS

These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing the DOMINI SOCIAL INDEX PORTFOLIO, dated June
7, 1989, as from time to time amended (hereinafter called the "Declaration").
All words and terms capitalized in these By-Laws shall have the meaning or
meanings set forth for such words or terms in the Declaration.

ARTICLE I

Holders Meetings

Section 1.1. Chairman. The President shall act as chairman at all
meetings of the Holders and, in his absence, the Trustee or Trustees present at
each meeting may elect a temporary chairman for the meeting, who may be one of
themselves.

Section 1.2. Proxies; Voting. Holders may vote either in person or by
duly executed proxy and each Holder shall be entitled to a vote proportionate to
his Interest in the Trust, all as provided in Article IX of the Declaration. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless a longer period is expressly stated in such proxy.

Section 1.3. Fixing Record Dates. For the purpose of determining the
Holders who are entitled to notice of or to vote or act at a meeting, including
any adjournment thereof, or who are entitled to participate in any
distributions, or for any other proper purpose, the Trustees may from time to
time fix a record date in the manner provided in Section 9.3 of the Declaration.
If the Trustees do not, prior to any meeting of the Holders, so fix a record
date, then the date

<PAGE>

of mailing notice of the meeting shall be the record date.

Section 1.4. Inspectors of Election. In advance of any meeting of the
Holders, the Trustees may appoint Inspectors of Election to act at the meeting
or any adjournment thereof. If Inspectors of Election are not so appointed, the
chairman, if any, of any meeting of the Holders may, and on the request of any
Holder or his proxy shall, appoint Inspectors of Election of the meeting. The
number of Inspectors shall be either one or three. If appointed at the meeting
on the request of one or more Holders or proxies, a Majority Interests Vote
shall determine whether one or three Inspectors are to be appointed, but failure
to allow such determination by the Holders shall not affect the validity of the
appointment of Inspectors of Election. In case any person appointed as Inspector
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Trustees in advance of the convening of the meeting or
at the meeting by the person acting as chairman. The Inspectors of Election
shall determine the Interests owned by Holders, the Interests represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote, shall count and tabulate all votes or consents, determine the results, and
do such other acts as may be proper to conduct the election or vote with
fairness to all Holders. If there are three or more Inspectors of Election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. On request of the chairman, if any, of the
meeting, or of any Holder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them and
shall execute a certificate of any facts found by them.

<PAGE>

Section 1.5. Records at Holder Meetings. At each meeting of the Holders
there shall be open for inspection the minutes of the last previous meeting of
Holders of the Trust and a list of the Holders of the Trust, certified to be
true and correct by the Secretary or other proper agent of the Trust, as of the
record date of the meeting. Such list of Holders shall contain the name of each
Holder in alphabetical order and the address and Interests owned by such Holder.
Holders shall have the right to inspect books and records of the Trust during
normal business hours and for any purpose not harmful to the Trust.

ARTICLE II

Trustees

Section 2.1. Annual and Regular Meetings. The Trustees shall hold an
annual meeting for the election of officers and the transaction of other
business which may come before such meeting. Regular meetings of the Trustees
may be held without call or notice at such place or places and times as the
Trustees may by resolution provide from time to time.

Section 2.2. Special Meetings. Special Meetings of the Trustees shall
be held upon the call of the chairman, if any, the President, the Secretary or
any two Trustees, at such time, on such day and at such place, as shall be
designated in the notice of the meeting.

Section 2.3. Notice. Notice of a meeting shall be given by mail or by
telegram (which term shall include a cablegram) or delivered personally. If
notice is given by mail, it shall be mailed not later than 48 hours preceding
the meeting and if given by telegram, telecopier or personally, such notice
shall be sent or delivery made not later than 24 hours preceding the meeting.
Notice by telephone shall constitute personal delivery for these purposes.
Notice of a meeting of Trustees may be waived before or after any meeting by
signed written waiver. Neither the business to be transacted at, nor the purpose
of, any

<PAGE>

meeting of the Board of Trustees need be stated in the notice or waiver of
notice of such meeting, and no notice need be given of action proposed to be
taken by written consent. The attendance of a Trustee at a meeting shall
constitute a waiver of notice of such meeting except where a Trustee attends a
meeting for the express purpose of objecting, at the commencement of such
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened.

Section 2.4. Chairman; Records. The Chairman, if any, shall act as
chairman at all meetings of the Trustees; in his absence the President shall act
as chairman; and, in the absence of the Chairman of the Board and the President,
the Trustees present shall elect one of their number to act as temporary
chairman. The results of all actions taken at a meeting of the Trustees, or by
written consent of the Trustees, shall be recorded by the Secretary.

Section 2.5. Attendance by Trustees. A trustee who fails, during any
fiscal year of the Trust, to attend at least 75% of the meetings of the Board,
or who fails to attend at least 75% of the meetings of each Committee of the
Board of which such Trustee is a member, unless such failure was the result of
an illness or incapacity which, as determined by the Board, is not likely to
materially interfere with the future performance of the duties of such Trustee,
shall be subject to removal for cause by vote of two-thirds of the remaining
Trustees. The foregoing shall not be construed to limit in any way the authority
of the Board with respect to removal of Trustees.

ARTICLE III

Officers

Section 3.1. Officers of the Trust. The officers of the Trust shall
consist of a Chairman, if any, a President, a Secretary, a Treasurer and such
other officers or assistant officers, including Vice Presidents, as may be

<PAGE>

elected by the Trustees. Any two or more of the offices may be held by the same
person, except that the same person may not be both President and Secretary. The
Trustees may designate a Vice President as an Executive Vice President and may
designate the order in which the other Vice Presidents may act. The Chairman and
the President shall be a Trustee, but no other officer of the Trust need be a
Trustee.

Section 3.2. Election and Tenure. At the initial organization meeting
and thereafter at each annual meeting of the Trustees, the Trustees shall elect
the Chairman, if any, President, Secretary, Treasurer and such other officers as
the Trustees shall deem necessary or appropriate in order to carry out the
business of the Trust. Such officers shall hold office until the next annual
meeting of the Trustees and until their successors have been duly elected and
qualified. The Trustees may fill any vacancy in office or add any additional
officers at any time.

Section 3.3. Removal of Officers. Any officer may be removed at any
time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any, President, or
Secretary, and such resignation shall take effect immediately, or at a later
date according to the terms of such notice in writing.

Section 3.4. Bonds and Surety. Any officer may be required by the
Trustees to be bonded for the faithful performance of his duties in such amount
and with such sureties as the Trustees may determine.

Section 3.5. Chairman, President and Vice Presidents. The Chairman, if
any, shall, if present, preside at all meetings of the Holders and of the
Trustees and shall exercise and perform such other powers and duties as may be

<PAGE>

from time to time assigned to him by the Trustees. Subject to such supervisory
powers, if any, as may be given by the Trustee to the Chairman, if any,
President shall be the chief executive officer of the Trust and, subject to the
control of the Trustees, shall have general supervision, direction and control
of the business of the Trust and of its employees and shall exercise such
general powers of management as are usually vested in the office of President of
a corporation. In the absence of the Chairman, if any, the President shall
preside at all meetings of the Holders and, in the absence of the Chairman of
the Board, the President shall preside at all meetings of the Trustees. The
President shall be, ex officio, a member of all standing committees. Subject to
direction of the Trustees, the President shall have the power, in the name and
on behalf of the Trust, to execute any and all loan documents, contracts,
agreements, deeds, mortgages, and other instruments in writing, and to employ
and discharge employees and agents of the Trust. Unless otherwise directed by
the Trustees, the President shall have full authority and power, on behalf of
all of the Trustees, to attend and to act and to vote, on behalf of the Trust at
any meetings of business organizations in which the Trust holds an interest, or
to confer such powers upon any other persons, by executing any proxies duly
authorizing such persons. The President shall have such further authorities and
duties as the Trustees shall from time to time determine. In the absence or
disability of the President, the Vice Presidents in order of their rank or the
Vice President designated by the Trustees, shall perform all of the duties of
President, and when so acting shall have all the powers of and be subject to all
of the restrictions upon the President. Subject to the direction of the
President, each Vice President shall have the power in the name and on behalf of
the Trust to execute any and all loan documents, contracts, agreements, deeds,
mortgages and other instruments in writing, and, in addition, shall have such
other duties and powers as shall be designated from tame to time by the Trustees
or by the President.

<PAGE>

Section 3.6. Secretary. The Secretary shall keep the minutes of all
meetings of, and record all votes of, Holders, Trustees and the Executive
Committee, if any. He shall be custodian of the seal of the Trust, if any, and
he (and any other person so authorized by the Trustees) shall affix the seal or,
if permitted, a facsimile thereof, to any instrument executed by the Trust which
would be sealed by a New York corporation executing the same or a similar
instrument and shall attest the seal and the signature or signatures of the
officer or officers executing such instrument on behalf of the Trust. The
Secretary shall also perform any other duties commonly incident to such office
in a New York corporation, and shall have such other authorities and duties as
the Trustees shall from time to time determine.

Section 3.7. Treasurer. Except as otherwise directed by the Trustees,
the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and of
the President all powers and duties normally incident to his office. He may
endorse for deposit or collection all notes, checks and other instruments
payable to the Trust or to its order. He shall deposit all funds of the Trust as
may be ordered by the Trustees or the President. He shall keep accurate account
of the books of the Trust's transactions which shall be the property of the
Trust, and which together with all other property of the Trust in his
possession, shall be subject at all times to the inspection and control of the
Trustees. Unless the Trustees shall otherwise determine, the Treasurer shall be
the principal accounting officer of the Trust and shall also be the principal
financial officer of the Trust. He shall have such other duties and authorities
as the Trustees shall from time to time determine. Notwithstanding anything to
the contrary herein contained, the Trustees may authorize any adviser,
administrator or manager to maintain bank accounts and deposit and disburse
funds on behalf of the Trust.

Section 3.8. Other Officers and Duties. The Trustees may elect such
other

<PAGE>

officers and assistant officers as they shall from time to time determine to be
necessary or desirable in order to conduct the business of the Trust. Assistant
officers shall act generally in the absence of the officer whom they assist and
shall assist that officer in the duties of his office. Each officer, employee
and agent of the Trust shall have such other duties and authority as may be
conferred upon him by the Trustees or delegated to him by the President.

ARTICLE IV

Miscellaneous

Section 4.1. Depositories. In accordance with Section 7.1 of the
Declaration, the funds of the Trust shall be deposited in such depositories as
the Trustees shall designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents (including any adviser,
administrator or manager), as the Trustees may from time to time authorize.

Section 4.2. Signatures. All contracts and other instruments shall be
executed on behalf of the Trust by such officer, officers, agent or agents, as
provided in these By-Laws or as the Trustees may from time to time by resolution
provide.

Section 4.3. Seal. The seal of the Trust, if any, may be affixed to any
document, and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a New York corporation.

Section 4.4. Indemnification. Insofar as the conditional advancing of
indemnification monies under Section 5.3 of the Declaration of Trust for actions
based upon the Investment Company Act of 1940 may be concerned, such payments
will be made only on the following conditions: (i) the advances must be limited
to amounts used, or to be used, for the preparation or presentation of a defense
to the action, including costs connected with the preparation of a settlement;

<PAGE>

(ii) advances may be made only upon receipt of a written promise by, or on
behalf of, the recipient to repay that amount of the advance which exceeds that
amount to which it is ultimately determined that he is entitled to receive from
the Trust by reason of indemnification; and (iii) (a) such promise must be
secured by a surety bond, other suitable insurance or an equivalent form of
security which assures that any repayments may be obtained by the Trust without
delay or litigation, which bond, insurance or other form of security must be
provided by the recipient of the advance, or (b) a majority of a quorum of the
Trust's disinterested, non-party Trustees, or an independent legal counsel in a
written opinion, shall determine, based upon a review of readily available
facts, that the recipient of the advance ultimately will be found entitled to
indemnification.

ARTICLE V

Non-Transferability of Interests

Section 5.1. Non-Transferability of Interests. Interests shall not be
transferable. Except as otherwise provided by law, the Trust shall be entitled
to recognize the exclusive right of a person in whose name Interests stand on
the record of Holders as the owner of such Interests for all purposes,
including, without limitation, the rights to receive distributions, and to vote
as such owner, and the Trust shall not be bound to recognize any equitable or
legal claim to or interest in any such Interests on the part of any other
person.

Section 5.2. Regulations. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the sale and purchase of Interests of the Trust.

Section 5.3. Distribution Disbursing Agents and the Like. The Trustees
shall have the power to employ and compensate such distribution disbursing
agents, warrant agents and agents for the reinvestment of distributions as they
shall deem necessary or desirable. Any of such agents shall have such power and

<PAGE>

authority as is delegated to any of them by the Trustee.

ARTICLE VI

Amendment of By-Laws

Section 6.1. Amendment and Repeal of By-Laws. In accordance with
Section 2.7 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which are
in conflict with the Declaration.

The Declaration establishing the Domini Social Index Portfolio provides
that the name Domini Social Index Portfolio refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, officer, employee or agent of the Domini Social Index Portfolio
shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of said Domini Social Index Portfolio.

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated as of May 1, 1990, by and between the
DOMINI SOCIAL INDEX PORTFOLIO, a New York trust (the "Portfolio"), and Kinder,
Lydenberg, Domini & Co., Inc., a Massachusetts corporation ("KLD" or the
"Adviser").

WITNESSETH:

WHEREAS, the Portfolio is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act"); and

WHEREAS, the Portfolio wishes to engage the Adviser to provide certain
investment advisory services, and the Adviser is willing to provide such
investment advisory services to the Portfolio on the terms and conditions
hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. Duties of the Adviser. KLD shall act as the Adviser to the Portfolio and
as such shall furnish continuously an investment program by determining the
stocks to be included in the Domini Social Index (the "Index") and evaluating,
in accordance with the Adviser's social criteria, debt securities which may be
purchased by the Portfolio, subject always to the restrictions of the
Portfolio's Declaration of Trust, dated June 7, 1989, and By-laws, as each may
be amended from time to time (respectively, the "Declaration" and the "By-
Laws"), to the provisions of the 1940 Act and to the Portfolio's then-current
Registration Statement under the 1940 Act. The Adviser shall also make
recommendations as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the securities held by the
Portfolio shall be exercised. Should the Board of Trustees of the Portfolio at
any time, however, make any definite determination as to policy concerning the
exercise of voting rights, rights to consent to corporate action or other rights
pertaining to the securities held by the Portfolio, and notify the Adviser
thereof in writing, the Adviser 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 Adviser shall not be required not to do any
act or thing on behalf of the Portfolio not specifically described above,
including without limitation those actions to be taken by the Portfolio's
investment manager pursuant to the Investment Management Agreement dated May 1,
1990 between the Portfolio and State Street Bank and Trust Company without
limiting the foregoing, it is understood that the Advisor shall not be required
to provide advice as to the investment merits of particular securities or as to
the purchase or sale of securities.

2. Allocation of Charges and Expenses. The Adviser shall furnish at its
own expense all necessary services, facilities and personnel in connection

<PAGE>

with its responsibilities under Section 1 above. It is understood that the
Portfolio will pay all of its own expenses including, without limitation,
compensation of Trustees not "affiliated" with the Adviser; governmental fees;
interest charges; taxes; membership dues in the Investment Company Institute
allocable to the Portfolio; fees and expenses of independent auditors, of legal
counsel and of any transfer agent, administrator, registrar or dividend
disbursing agent of the Portfolio; fees of the Manager; expenses of preparing,
printing and mailing reports, notices, proxy statements and reports to
governmental officers and commissions and to investors in the Portfolio;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Portfolio, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Portfolio; and expenses of meetings of the Portfolio's investors.

3. Compensation of the Adviser. For the services to be rendered, the
Portfolio shall pay to the Adviser an investment advisory fee computed and paid
monthly at an annual rate equal to 0.05% of the Portfolio's average daily net
assets for its then-current fiscal year. If KLD serves as Adviser for less than
the whole of any period specified in this Section 3, the compensation to KLD, as
Adviser, shall be prorated.

4. Covenants of the Adviser. The Adviser agrees that it will comply with
all applicable provisions of the Portfolio's Declaration and By-Laws and the
then-current Registration Statement of the Portfolio under the 1940 Act relative
to the Adviser and its Directors and officers.

5. Limitation of Liability of the Adviser. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss arising out of any
act or omission in the performance of its duties hereunder, except for wilful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. As used
in this Section 5, the term "Adviser" shall include Directors, officers and
employees of the Adviser as well as the corporation itself.

6. Activities of the Adviser. The services of the Adviser to the Portfolio
are not to be deemed to be exclusive, KLD being free to render investment
advisory and/or other services to others. It is understood that Trustees and
officers of, and investors in the Portfolio are or may be or may become
interested in the Adviser, as Directors, officers, employees, or otherwise and
that Directors, officers and employees of the Adviser are or may become
similarly interested in the Portfolio and that the Adviser may be or may become
interested in the Portfolio as an investor or otherwise.

7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and shall remain in
force until September 30,1991 on which date it will terminate unless its
continuance after September 30, 1991 is "specifically approved at least
annually" (a) by the vote of a majority of the Trustees of the Portfolio

<PAGE>

who are not "interested persons" of the Portfolio or of the Adviser at a meeting
specifically called for the purpose of voting on such approval, and (b) by the
Board of Trustees of the Portfolio or by "vote of a majority of the outstanding
voting securities" of the Portfolio.

This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Portfolio, or by the Adviser, in each case on not more than
60 days' nor less than 30 days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment".

This Agreement may be amended only it such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Portfolio.

The terms "specifically approved at least annually", "vote of a majority of
the outstanding voting securities", "assignment", "affiliated person", and
"interested persons", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.

IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.

DOMINI SOCIAL INDEX PORTFOLIO

By: /s/ PHILIP W. COOLIDGE, President

KINDER, LYDENBERG, DOMINI & CO., INC.

By: /s/ PETER KINDER, President

DSI199

DSI121A

INVESTMENT MANAGEMENT AGREEMENT

INVESTMENT MANAGEMENT AGREEMENT, dated as of October 5, 1994, by and
between the DOMINI SOCIAL INDEX PORTFOLIO, a New York trust (the "Portfolio"),
and Mellon Equity Associates, a Pennsylvania business trust whose sole
beneficiary is MBC Investments, a wholly owned subsidiary of Mellon Bank
Corporation ("Mellon" or the "Manager").

WITNESSETH:

WHEREAS, the Portfolio wishes to engage the Manager to provide certain
investment advisory services, and the Manager is willing to provide such
investment advisory services to the Portfolio on the terms and conditions
hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. Duties of the Manager. The Manager shall act as investment manager
to the Portfolio and as such shall manage the assets of the Portfolio on a daily
basis, subject always to the restrictions of the Portfolio's Declaration of
Trust, dated June 7, 1989, and By-laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By-Laws"), to the provisions of the
1940 Act and to the Portfolio's then-current Registration Statement under the
1940 Act. Should the Board of Trustees of the Portfolio at any time, however,
make any definite determination as to investment policy and notify the Manager
thereof in writing, the Manager shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that such
determination has been revoked. The Manager shall take, on behalf of the
Portfolio, all actions which it deems necessary to implement the investment
policies determined as provided above, except those actions to be taken by the
Portfolio's investment adviser pursuant to the Investment Advisory Agreement
dated May 1, 1990 by and between the Portfolio and Kinder, Lydenberg, Domini &
Co., Inc, (the "Adviser"), and in particular to place all orders for the
purchase or sale of securities for the Portfolio's account with brokers or
dealers selected by it, and to that end the Manager is authorized as the agent
of the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Manager is directed to seek for the Portfolio in its best
judgment, prompt execution in an effective manner at the most favorable price.
Subject to this requirement of seeking the most favorable price, securities may
be bought from or sold to broker-dealers who have furnished statistical,
research and other information or services to the Manager or the Portfolio,
subject to any applicable laws, rules and regulations. In making purchases or
sales of

<PAGE>

securities or other property for the account of the Portfolio the Manager may
deal with itself or with the Trustees of the Portfolio or the Fund's exclusive
placement agent, to the extent such actions are permitted by the 1940 Act.

2. Allocation of Charges and Expenses. The Manager shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 1 above. It is understood that the Portfolio
will pay all of its own expenses including, without limitation, compensation of
Trustees not "affiliated" with the Manager, governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Portfolio; fees and expenses of independent auditors, of legal counsel and of
any transfer agent, administrator, registrar or disbursing agent of the
Portfolio; fees of the Adviser, expenses of preparing, printing and mailing
reports, notices, proxy statements and reports to governmental officers and
commissions and to investors in the Portfolio; expenses connected with the
execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Portfolio,
including safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of the Portfolio; and
expenses of meetings of the Portfolio's investors.

3. Compensation of the Manager. For the services to be rendered, the
Portfolio shall pay to the Manager an investment advisory fee computed and paid
monthly at an annual rate equal to 0.10% of the Portfolio's average daily net
assets for assets not exceeding $50 million, 0.30% of the Portfolio's average
daily net assets for assets from $50 million to $100 million, 0.20% of the
Portfolio's average daily net assets for assets from $100 million to $500
million and 0.15% of the Portfolio's average daily net assets for assets above
$500 million for its then-current fiscal year. If Mellon serves as Manager for
less than the whole of any period specified in this Section 3, the compensation
to Mellon, as Manager, shall be prorated.

4. Covenants of the Manager. The Manager agrees that it will not deal
with itself, or with the Trustees of the Portfolio or the Portfolio's exclusive
placement agent or the investment adviser as principals in making purchases or
sales of securities or other property for the account of the Portfolio, except
as permitted by the 1940 Act, and will comply with all other provisions of the
Portfolio's Declaration and By-Laws and the then-current Registration Statement
of the Portfolio under the 1940 Act relative to the Manager and its Directors
and officers.

5. Limitation of Liability of the Manager. The Manager shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution of security
transactions for the Portfolio, except for wilful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder. As used in this Section 5,
the term "Manager" shall include Directors, officers and employees of the
Manager as well as the company itself.

Federal and state securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore nothing herein

<PAGE>

shall in any why constitute a waiver or limitation of any rights which the
undersigned may have under any applicable laws.

6. Activities of the Manager. The services of the Manager to the
Portfolio are not to be deemed to be exclusive, Mellon being free to render
investment advisory and/or other services to others. It is understood that
Trustees and officers of, and investors in the Portfolio are or may be or may
become interested in the Manager, as Directors, officers, employees, or
otherwise and that Directors, officers and employees of the Manager are or may
become similarly interested in the Portfolio and that the Manager may be or may
become interested in the Portfolio as an investor or otherwise.

7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of November 21, 1994 and shall remain in
effect for a period of not more than 120 days unless approved by the investors
in the Portfolio, as provided pursuant to Rule 15a-4 under the 1940 Act.
Thereafter, and unless sooner terminated as provided herein, this Agreement
shall govern the relations between the parties hereto, and shall remain in force
until October 5, 1996, on which date it will terminate unless its continuance
after October 5, 1996 is "specifically approved at least annually" (a) by the
vote of a majority of the Trustees of the Portfolio who are not "interested
persons" of the Portfolio or of the Manager at a meeting specifically called for
the purpose of voting on such approval, and (b) by the Board of Trustees of the
Portfolio or by "vote of a majority of the outstanding voting securities" of the
Portfolio.

This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Portfolio, or by the Manager, in each case on not more than
60 days' nor less than 30 days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment".

This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Portfolio.

The terms "specifically approved at least annually", "vote of a
majority of the outstanding voting securities", "assignment", "affiliated
person", and "interested persons", when used in this Agreement, shall have the
respective meanings specified in, and shall be construed in a manner consistent
with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act.

8. Agreement. No assignment of this Agreement shall be made by
the Manager without the consent of the Portfolio

<PAGE>

IN WITNESS WHEREOF, the parties thereto have caused this Agreement to
be executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.

DOMINI SOCIAL INDEX PORTFOLIO

By /s/ PHILIP W. COOLIDGE

Philip W. Coolidge

MELLON EQUITY ASSOCIATES

By /s/ WILLIAM P. RYDELL

William P. Rydell

DSI121A

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE ANNUAL
REPORT DATED JULY 31, 1995 FOR THE DOMINI SOCIAL INDEX PORTFOLIO AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ANNUAL REPORT.
</LEGEND>
<CIK> 0000851681
<NAME> DOMINI SOCIAL INDEX PORTFOLIO

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1994
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 43,440,090
<INVESTMENTS-AT-VALUE> 53,199,118
<RECEIVABLES> 99,082
<ASSETS-OTHER> 822,177
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 54,120,377
<PAYABLE-FOR-SECURITIES> 96,544
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,045
<TOTAL-LIABILITIES> 117,589
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 54,002,788
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
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<DIVIDEND-INCOME> 902,936
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<EXPENSES-NET> 168,480
<NET-INVESTMENT-INCOME> 734,456
<REALIZED-GAINS-CURRENT> 405,427
<APPREC-INCREASE-CURRENT> 8,729,434
<NET-CHANGE-FROM-OPS> 9,869,317
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
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<NET-CHANGE-IN-ASSETS> 22,681,128
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 19,795
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<GROSS-EXPENSE> 208,070
<AVERAGE-NET-ASSETS> 39,589,249
<PER-SHARE-NAV-BEGIN> 0
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</TABLE>