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As filed with the Securities and Exchange Commission on November 28, 2000.
Registration No. 811-5824
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11
DOMINI SOCIAL INDEX PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
536 Broadway, 7/th/ Floor, New York, New York 10012
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 212-217-1100
Amy L. Domini
Domini Social Investments LLC
536 Broadway, 7/th/ Floor
New York, New York 10012
(Name and Address of Agent for Service)
Copy To:
Roger P. Joseph, Esq.
Bingham Dana LLP
150 Federal Street
Boston, Massachusetts 02110
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EXPLANATORY NOTE
Domini Social Index Portfolio has filed this Registration Statement
pursuant to Section 8(b) of the Investment Company Act of 1940. However,
beneficial interests in the Portfolio are not being registered under the
Securities Act of 1933, since such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Only investment companies, insurance
company separate accounts, common or commingled trust funds or similar
organizations or entities that are "accredited investors" within the meaning of
Regulation D under the 1933 Act may make investments in the Portfolio. This
Registration Statement is not an offer to sell, or the solicitation of an offer
to buy, any beneficial interests in the Portfolio.
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PART A
Responses to Items 1, 2, 3, 5 and 9 have been omitted pursuant to General
Instruction B.2(b) of Form N-1A.
Item 4. Investment Objective, Principal Investment Strategies, and Related
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Risks.
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INVESTMENT OBJECTIVE
The Portfolio seeks to provide its investors with long-term total return
which matches the performance of the Domini 400 Social Index, an index made up
of the stocks of 400 companies selected using social and environmental criteria.
The Index is composed primarily of large-capitalization U.S. companies.
There can be no guarantee that the Portfolio will be able to achieve its
investment objective. The investment objective of the Portfolio may be changed
without the approval of the Portfolio's investors.
INVESTMENT STRATEGIES
Primary Investment Strategy
The Portfolio seeks to match the composition of the Index as closely as
possible. The Portfolio typically invests in all 400 stocks included in the
Domini 400 Social Index, in approximately the same proportion as they are found
in the Index. This is known as a full replication strategy.
Although an investor cannot invest directly in an index, an index mutual
fund provides an investor the opportunity to invest in a portfolio that tracks
an index.
Overview of the Social Screens Used by the Index:
. The Index avoids companies that manufacture tobacco products or
alcoholic beverages, companies that derive any revenues from gambling
enterprises, major military contractors and companies that have an
ownership share in, or operate, nuclear power plants.
. The Index seeks to hold the stocks of good corporate citizens,
demonstrated by positive relations with their communities and their
employees, by their environmental record, and by the quality and safety
of their products.
About Index Investing
Description of an Index:
An index is an unmanaged group of stocks selected to measure the behavior
of the market, or some portion of it. The Standard & Poor's 500 Index, for
example, is an index of 500 companies selected to track the performance of the
broad market of large-cap U.S. companies. Investors use indexes as benchmarks
to measure how their investments are performing in comparison to the market as a
whole.
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The Domini 400 Social Index attempts to track the performance of the broad
market of primarily large-cap U.S. companies that the typical socially
responsible investor would consider appropriate to invest in. The Domini 400
Social Index was created to serve as a benchmark for socially and
environmentally conscious investors.
The Difference Between the Portfolio and an Actively Managed Fund:
The Portfolio uses a passive investment strategy. This means that the
Portfolio purchases, holds and sells stocks based on the composition of the
Domini 400 Social Index, rather than on a manager's judgment as to the direction
of the market or the merits of any particular stock.
. Unlike index funds, actively managed funds are generally managed to
achieve the highest possible return within certain parameters. These funds
are managed by stock-pickers who buy and sell stocks based on their opinion
of the financial outlook of the stock. Because index funds use a passive
strategy, changes in management generally have less impact on fund
performance.
Index funds provide investors with an opportunity to invest in a portfolio
that is specially designed to match the performance of a particular index.
Rather than relying on the skills of a particular mutual fund manager, index
fund investors purchase, in a sense, a cross-section of the market. Their
performance should therefore reflect the segment of the market that their fund
is designed to track.
Advantages of Index Investing:
Index investing has become quite popular because it offers investors a
convenient, relatively low-cost and tax-efficient way to obtain exposure to a
broad spectrum of the stock market. Here are some other advantages:
. Diversification. Because indexes such as the Domini 400 Social Index
seek to measure the performance of the broad market, they invest in a large
number of companies representing a diverse mix of industries. This
structure can help reduce volatility as compared to funds that may invest
in a smaller number of companies, or focus on a particular industry.
. Benchmark Comparability. All stock mutual funds measure their
performance in relation to a particular market benchmark. Index funds
typically match the performance of their particular benchmarks more closely
than comparable actively managed funds.
. Tax Efficiency. Turnover rate refers to the volume of buying and
selling of stocks by a fund. The turnover rate of index funds tends to be
much lower than the average actively managed mutual fund. Depending on an
investor's particular tax situation, a low turnover rate may produce fewer
taxable capital gains.
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Socially Responsible Investing:
Socially responsible investors factor social and environmental criteria
into their investment decisions. They believe that this helps to encourage
greater corporate responsibility, and may also help to identify companies that
are good long-term investments because enlightened management may be better able
to meet the future needs of society and the environment. In addition, in the
course of seeking financial gain for themselves, they look for opportunities to
use their investments to improve the lives of others.
Typically, social investors avoid companies that manufacture products, or
employ practices, that they believe have harmful effects on society or the
natural environment. They seek to invest in companies with positive qualities,
such as a proactive environmental record, or positive employee relations. This
process is called "social screening."
At Domini Social Investments, in addition to screening our investments, we
work with companies to improve their social and environmental performance and
file shareholder resolutions on these issues when necessary. In addition, we
vote company proxies in a manner that is consistent with our social screening
criteria, and publicly disclose our votes.
The Domini 400 Social Index
The Domini 400 Social Index (DSI 400) is the nation's first socially
screened index. It was created and launched in May 1990 by the social research
firm of Kinder, Lydenberg, Domini & Co., Inc. (KLD) in order to serve as a
benchmark for social investors, and to determine how social screens affect
financial performance. The Domini Social Equity Portfolio was launched in 1991
to give investors an opportunity to invest in the Index.
The Index is maintained by KLD. It is composed of the common stocks of 400
companies that meet the social criteria described below.
Social Screens:
All investment decisions use some type of "screen." Screens are
guidelines that define which securities will be included in a portfolio, and
which will be excluded. In addition to basic financial screens relating to
financial solvency, industry and sector diversification, and market
capitalization, the stocks in the Domini 400 Social Index are selected using two
basic types of social screens: exclusionary and qualitative.
KLD uses exclusionary social screens to avoid certain industries such as
tobacco and alcohol, and qualitative social screens to select companies based on
their performance in a number of areas, such as diversity and the environment.
Construction of the Domini 400 Social Index:
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To construct the Domini 400 Social Index, KLD first applied to the S&P 500
a number of traditional social screens. Roughly half of the S&P 500 companies
qualified for the Index in this initial screening process. Approximately 150
non-S&P 500 companies were then added with two goals in mind. One goal was to
obtain a broad representation of industries, so that the Index would more
accurately reflect the composition of the broad market. Another goal was to
identify companies that are particularly strong models of corporate behavior.
KLD maintains an extensive database of corporate accountability information
on more than 1,000 publicly traded companies and bases its decisions on research
into the factors described below.
Exclusionary Screens
KLD seeks to exclude the following types of companies from the Index:
. Tobacco and Alcohol - firms that manufacture tobacco products or
alcoholic beverages;
. Gambling - firms that receive identifiable revenues from
gambling enterprises;
. Nuclear Power - firms that have an ownership share in, or
operate nuclear power plants; and
. Weapons - firms that receive more than 2% of their gross
revenues from the sale of military weapons.
Qualitative Screens
KLD considers the following criteria when evaluating companies for possible
inclusion in the Index:
. Environmental Performance - a company's record with regard to
fines or penalties, waste disposal, toxic emissions, efforts in
waste reduction and emissions reduction, recycling, and
environmentally beneficial fuels, products and services;
. Employee Relations - a company's record with regard to labor
matters, workplace safety, employee benefit programs, and
meaningful participation in company profits either through stock
purchase or profit sharing plans;
. Diversity - a company's record with regard to the hiring and
promotion of women and minorities, particularly to management
positions and the board of directors, including a company's
record with respect to the availability of benefit programs that
address work/family concerns, innovative hiring programs for the
disabled and progressive policies toward gays and lesbians;
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. Corporate Citizenship - a company's record with regard to its
charitable activities and its community relations in general; and
. Product-Related Issues - a company's record with regard to
product safety, marketing practices, and commitment to quality.
From time to time, KLD may, at its discretion, choose to apply additional
criteria, or to modify the application of the criteria listed above, without
consulting shareholders.
Selection of the Portfolio's Largest Holdings:
Like the S&P 500, the DSI 400 is "market capitalization-weighted." Market
capitalization is a measure of the value of a publicly traded company. It is
calculated by multiplying the total number of outstanding shares of company
stock by the price per share.
The Domini Social Equity Portfolio's investment portfolio is also market
capitalization-weighted. For example, assume that the total market value of
Company A's shares is twice the total market value of Company B's shares. The
Portfolio's investment portfolio is structured so that its holdings of Company
A's shares will be twice the value of its holding of Company B shares. The
Portfolio's top ten holdings therefore are simply the ten companies with the
highest market value in the Index.
Because it seeks to duplicate the Index as closely as possible, the
Portfolio will attempt to have a correlation between the weightings of the
stocks it holds in its 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.
Maintenance of the Domini 400 Social Index:
To keep turnover low and to more accurately reflect the performance of the
market, the Index is maintained using a "buy and hold" strategy. Generally
speaking, this means that companies that are in the Index stay in the Index for
a long time. A company will not be removed because its stock has not been
performing well, unless in KLD's opinion the company is no longer financially
viable. Sometimes a company is removed from the Index because it has been
acquired by another company. Sometimes a company may split into two companies,
and only one of the surviving companies is selected to stay in the Index
(because the Index is maintained to consist of exactly 400 companies at all
times).
A company may also be removed from the Index because its social profile has
deteriorated, or due to its inadequate response to a significant controversy.
When a company is removed from the Index, it is replaced with another company.
In the selection process, among other factors, KLD considers the size of the
company, the industry it is in, and its social profile.
Certain Companies in the Domini 400 Social Index:
The screens for the Index are designed to reflect those most widely used by
social investors. Therefore, an investor may find that some companies in the
Index do not reflect its social or environmental standards. An investor may
wish to review a list of companies in the Portfolio's
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investment portfolio to decide if they meet its standards. The complete list is
available in the Portfolio's annual and semi-annual reports. To obtain copies of
these reports, free of charge, call 1-800-582-6757.
No company is a perfect model of corporate responsibility. Each year, the
Portfolio uses its voice as a shareholder to encourage companies to improve
their social and environmental records by voting proxies, writing letters,
engaging management in dialogue and filing shareholder resolutions.
Suitability:
The Portfolio may be appropriate for an investor that is seeking long-term
growth, and is looking for an efficient way to invest in the broad U.S. stock
market.
Please note that although the Portfolio's investment portfolio holds a
broad cross-section of the U.S. stock market, it should not be considered a
balanced investment program because it only holds stocks. In addition, the
Portfolio should be considered a long-term investment and is not appropriate for
short-term trading purposes.
If an investor depends on its investments for current income, or would find
it a financial hardship to wait out periods of stock market volatility, the
Portfolio may not be appropriate for that investor.
PRIMARY RISKS
. Market Risk. The Portfolio seeks to remain fully invested in the stock
market during all market conditions. Therefore, the value of an investor's
investment, like stock prices generally, may fluctuate widely. An investor
could lose money. Stock markets tend to move in unpredictable cycles, with
periods of rising prices and periods of falling prices. The value of its
investment will vary from day to day due to changing market conditions, or
conditions relating to specific companies.
. Style Risk. The Portfolio primarily invests in the stocks of
large-capitalization companies. Large-capitalization stocks tend to go
through cycles where they do better, or worse, than the stock market in
general. The performance of the Portfolio's investments will generally
follow these broad market trends. Because the Domini 400 Social Index is
weighted by market capitalization, a few large companies represent a
relatively large percentage of the Index. Should the value of one or more
of these stocks decline significantly, it could negatively affect the
Portfolio's performance.
The Portfolio's investment portfolio is subject to strict social and
environmental screens. Because of these screens, Portfolio management may
pass up opportunities to buy certain securities when it is otherwise
advantageous to do so, or may sell certain securities for social or
environmental reasons when it is otherwise disadvantageous to do so.
. Indexing. The Portfolio will continue to invest in the Domini 400 Social
Index, regardless of how the Index is performing. It will not shift its
concentration from one industry to another, or
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from stocks to bonds or cash, in order to defend against a falling or
stagnant stock market. If the Index is heavily weighted in a single
industry or sector, the Portfolio will be heavily invested in that industry
or sector, and as a result can be affected more positively or negatively by
developments in those industries than would be another investment company
whose investments are not restricted to the securities in the Index. Also,
the Portfolio's ability to match the performance of the Index may be
affected by a number of factors, including Portfolio operating expenses and
transaction costs, inflows and outflows of cash from the Portfolio and
imperfect correlation between the Portfolio's holdings and those in the
Index.
ADDITIONAL INVESTMENT STRATEGIES AND RISK INFORMATION
Cash Reserves:
Although the Portfolio seeks to be fully invested in the stock market at
all times, it keeps a small percentage of its assets in cash, or cash
equivalents. These reserves provide the Portfolio with flexibility to meet
redemptions and expenses, and to readjust its portfolio holdings. The Portfolio
may hold these cash reserves uninvested or may invest them in high quality,
short-term debt securities issued by agencies or instrumentalities of the United
States Government, bankers' acceptances, commercial paper, certificates of
deposit, bank deposits or repurchase agreements. The issuers of these
securities must satisfy certain social criteria.
Securities Lending:
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. These loans would be required
to be secured continuously by collateral consisting of securities, 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
terminate a loan and obtain the securities loaned at any time on three 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.
Turnover:
The annual portfolio turnover rates of the Portfolio for the fiscal years
ended July 31, 1998, 1999 and 2000 were 5%, 8% and 9%, respectively.
The Portfolio is not required to use every investment technique or strategy
listed in this Part A or in Part B to this Registration Statement.
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For Additional Information about the Portfolio's investment strategies and
risks, see Part B to this Registration Statement.
Item 6. Management, Organization and Capital Structure.
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INVESTMENT MANAGERS
Portfolio Adviser:
Domini Social Investments LLC (DSIL), 536 Broadway, 7th Floor, New York,
New York 10012, has been managing money since November of 1997 and currently
manages more than $2.0 billion dollars in assets for individual and
institutional investors who are working to create positive change in society by
using social and environmental criteria in their investment decisions. DSIL is
the Portfolio's manager and provides the Portfolio with investment supervisory
services, overall operational support and administrative services.
Social Research & Index Maintenance:
Kinder, Lydenberg, Domini & Co., Inc. (KLD) determines the composition of
the Domini 400 Social Index.
Portfolio Investment Submanager:
Mellon Equity Associates, LLP with its main offices at 500 Grant Street,
Pittsburgh, PA 15258, provides investment submanagement services to the
Portfolio pursuant to a Submanagement Agreement with DSIL. Mellon does not
determine the composition of the Index.
MANAGEMENT FEES
For the services DSIL and Mellon Equity provided to the Portfolio during
the fiscal year ended July 31, 2000, they received a total of 0.07% of the
average daily net assets of the Portfolio, after waivers.
CAPITAL STOCK
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 investors) the right to communicate with other investors in connection with
requesting a meeting of investors for the purpose of removing one or more
Trustees.
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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 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., other 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.
Item 7. Investor Information.
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HOW NET INCOME IS CALCULATED
The net income of the Portfolio is determined each day on which the New
York Stock Exchange is open for trading ("Portfolio 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, as amended (the "1940 Act")). This
determination is made once during each Portfolio Business Day as of the close of
regular trading of the New York Stock Exchange, normally 4:00 p.m., Eastern
time. All the net income of the Portfolio, as described below, is allocated pro
rata among the 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.
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. Portfolio securities (other than short-
term obligations with remaining maturities of less than 60 days) 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 Portfolio's Board of Trustees.
THE PURCHASE AND REDEMPTION OF BENEFICIAL INTERESTS IN THE PORTFOLIOS
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not
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involve any "public offering" within the meaning of Section 4(2) of the
Securities Act of 1933. Only investment companies, insurance company separate
accounts, common or commingled trust funds or similar organizations or entities
that are "accredited investors" within the meaning of Regulation D under the
1933 Act may invest in the Portfolio. This Registration Statement is not 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 Portfolio 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 at Investors
Bank & Trust Company by a Federal Reserve Bank).
The Portfolio reserves the right to cease accepting investments at any time
or to reject any investment order.
Subject to limitations of the 1940 Act, the Portfolio may accept securities
in exchange for a beneficial interest or an increase in a beneficial interest,
as the case may be. The Portfolio will not accept such a security unless (a)
the security is consistent with the investment objective and policies of the
Portfolio, and (b) the security is deemed acceptable by the Portfolio's manager
and submanager. Securities offered in exchange for purchases will be valued in
accordance with the usual valuation procedure for the Portfolio.
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 Portfolio 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 the New York Stock Exchange is restricted, or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.
TAX MATTERS
The Portfolio expects to be treated as a partnership for U.S. federal
income tax purposes. Accordingly, and under the anticipated method of operation
of the Portfolio, the Portfolio should not be subject to any federal income tax
and withdrawals from the Portfolio should not generate any taxable gain to an
investor. However, each investor in the Portfolio will have to take into
account its share (as determined in accordance with the governing instruments of
the Portfolio) of the Portfolio's ordinary income, gain, loss, deductions,
credits and other items in determining its income tax liability without regard
to whether it has received any distributions from the Portfolio.
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The Portfolio also expects that investors which seek to qualify as
regulated investment companies under the Internal Revenue Code will be able to
look to their proportionate share of the assets and gross income of the
Portfolio for purposes of determining their compliance with the requirements
applicable to such companies. 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.
The foregoing tax discussion is only for an investor's general information,
and it does not take into account any special rules applicable to certain
investors (such as tax-exempt investors) or a number of special circumstances.
Each investor should consult its own tax advisors regarding the tax consequences
in its circumstances of an investment in the Portfolio, as well as any state,
local or foreign tax consequence to them of investing in the Portfolio.
Item 8. Distribution Arrangements.
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The exclusive placement agent for the Portfolio is DSIL Investment Services
LLC, 536 Broadway, 7th Floor, New York, New York 10012. DSIL Investment
Services LLC receives no compensation for serving as the exclusive placement
agent for the Portfolio.
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Part B
Item 10. Cover Page and Table of Contents.
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This Part B sets forth information with respect to Domini Social Index
Portfolio, an investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The date of this Part B and Part A to the
Registration Statement for the Portfolio is December 1, 2000.
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Table of Contents Page
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<S> <C>
Portfolio History........................................... B-2
Description of the Portfolio and Its Investments and Risks.. B-2
Management of the Portfolio................................. B-7
Control Persons and Principal Holders
of Securities............................................. B-10
Investment Advisory and Other Services...................... B-11
Brokerage Allocation and Other Practices.................... B-13
Capital Stock and Other Securities.......................... B-15
Purchase, Redemption and Pricing of
Securities................................................ B-16
Taxation of the Portfolio................................... B-17
Underwriters................................................ B-18
Calculations of Performance Data............................ B-18
Financial Statements........................................ B-18
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Item 11. Portfolio History.
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Domini Social Index Portfolio (the "Portfolio") was organized as a trust
under the laws of the State of New York on June 7, 1989.
Item 12. Description of the Portfolio and Its Investments and Risks.
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The investment objective of the Portfolio is to provide its investors with
long-term total return which matches the performance of the Domini Social Index.
The investment objective of the Portfolio may be changed without the
approval of the investors in the Portfolio, but not without written notice
thereof to the investors in the Portfolio 30 days prior to implementing the
change. There can, of course, be no assurance that the investment objective of
Portfolio will be achieved.
The Portfolio may, but need not, invest in any or all of the investments
and utilize any or all of the investment techniques described below and in Part
A to this Registration Statement. The selection of investments and the
utilization of investment techniques depend on, among other things, the
investment strategies of Domini Social Investments LLC ("DSIL"), the investment
manager and administrative services provider (the "Manager") of the Portfolio
and Mellon Equity Associates, LLP ("Mellon Equity"), the Portfolio's investment
submanager (the "Submanager"), conditions and trends in the economy and
financial markets, and investments being available on terms that, in the
Manager's or Submanager's opinion, make economic sense. The Submanager manages
the investments of the Portfolio from day to day in accordance with the
Portfolio's investment objective and policies. Kinder, Lydenberg, Domini & Co.,
Inc. ("KLD") determines the composition of the Domini 400 Social Index SM (the
"Domini Social Index"). "Domini 400," "Domini Social Index," "Domini 400 Social
Index" and "investing for good" are service marks of KLD which are licensed to
DSIL with the consent of Amy L. Domini (with regard to the word "Domini").
Pursuant to agreements among KLD, DSIL, Amy L. Domini, and the Portfolio, the
Portfolio may be required to discontinue use of one or more of these service
marks if (i) DSIL ceases to be the Manager of the Portfolio, (ii) Ms. Domini or
DSIL withdraws her or its consent to the use of the word "Domini," or (iii) the
license agreement between KLD and DSIL is terminated.
The following supplements the information concerning the Portfolio's
investment policies contained in Part A to this Registration Statement and
should only be read in conjunction therewith.
INDEX INVESTING: 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 Domini Social Index. Moreover, inclusion of a stock in the Domini Social
Index does not imply an opinion by KLD, the Manager or the Submanager as to the
merits of that specific stock as an investment. Because the Portfolio seeks to
track, rather than exceed the performance of a particular index, investors
should not expect to achieve the potentially greater results that could be
obtained by a fund that aggressively seeks growth. However, KLD and the Manager
believe that enterprises which exhibit a social awareness, based on the criteria
described in Part A to this Registration Statement, 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.
B-2
<PAGE>
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 Submanager's judgment as to the appropriate balance between the
goal of correlating the holdings of the Portfolio with the composition of the
Domini Social Index, and the goals of minimizing transaction costs and keeping
sufficient reserves available for anticipated redemptions. To the extent
practicable, the Portfolio will seek a correlation between the weightings of
securities held by the Portfolio and the weightings of the securities in the
Domini Social Index of 0.95 or better. A figure of 1.0 would indicate a perfect
correlation. To the extent practicable, the Portfolio will attempt to be fully
invested.
The Board of Trustees will receive and review, at least quarterly, a report
prepared by the Submanager comparing the performance of the Portfolio with that
of the Domini Social Index, and comparing the composition and weighting of the
Portfolio's holdings with those of the Domini Social 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 Domini Social Index, or
between the composition and weighting of the Portfolio's securities holdings
with those of the stocks comprising the Domini Social Index. If the correlation
between the weightings of securities held by the Portfolio and the weightings of
the stocks in the Domini Social Index falls below 0.95, the Board of Trustees
will review with the Submanager methods for increasing such correlation, such as
through adjustments in securities holdings of the Portfolio.
In selecting stocks for inclusion in the Domini Social Index, KLD
evaluated, in accordance with the social criteria described in Part A to this
Registration Statement, each of the companies the stocks of which comprise the
Standard and Poor's 500 Composite Stock Price Index (the "S&P 500"). If a
company whose stock was included in the S&P 500 met KLD's social criteria and
met KLD's further criteria for industry diversification, financial solvency,
market capitalization, and minimal portfolio turnover, it was included in the
Domini Social Index. As of July 31, 2000, of the 500 companies whose stocks
comprised the S&P 500, approximately 58.5% were included in the Domini Social
Index.. The remaining stocks comprising the Domini Social Index (i.e., those
which are not included in the S&P 500) were selected based upon KLD's evaluation
of the social criteria described in Part A to this Registration Statement, as
well as upon KLD's criteria for industry diversification, financial solvency,
market capitalization, and minimal portfolio turnover. A company which is not
included in the S&P 500 may be included in the Domini Social Index primarily in
order to afford representation to an industry sector which would otherwise be
under-represented in the Domini Social Index. 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. KLD may exclude from the Domini
Social Index stocks issued by companies which are in bankruptcy or whose
bankruptcy KLD believes may be imminent. KLD may also remove from the Domini
Social Index stocks issued by companies which no longer meet its investment
criteria.
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 July 31,
2000 approximately 37% and 55% of the Domini Social Index was comprised of the
10 largest and 20 largest companies, respectively, in the Domini Social Index.
B-3
<PAGE>
The component stocks of the S&P 500 are chosen by Standard & Poor's Ratings
Group ("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 ("NYSE") 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 NYSE. Not all stocks
included in the S&P 500 are listed on the NYSE. However, the total market value
of the S&P 500 as of July 31, 2000 represented approximately 68% of the
aggregate market value of common stocks traded on the NYSE. Inclusion of a
stock in the S&P 500 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.
CONCENTRATION: It is a fundamental policy of the Portfolio that it may not
invest more than 25% of its total assets in any one industry, although 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 Domini Social 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.
FOREIGN ISSUERS: Some of the stocks included in the Domini Social Index
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. With respect to stocks of foreign issuers, 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 respect to any of the
Portfolio's investments, the effect may be to reduce the income received by the
Portfolio on such investments.
RULE 144A SECURITIES: Although the Portfolio does not have any current
intention to do so, the Portfolio may invest in securities which may be resold
pursuant to Rule 144A under the Securities Act of 1933 (the "1933 Act").
LOANS OF SECURITIES: 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.
The Portfolio may lend its securities to the broker-dealers and financial
institutions, provided that (1) the loan is secured continuously by collateral,
consisting of securities, cash or cash equivalents, 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 three 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.
B-4
<PAGE>
The Portfolio will earn income for lending its securities either in the
form of fees received from the borrower of the securities or in connection with
the investment of cash collateral 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
Manager or the Submanager.
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
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 Manager does not
believe that these trading and position limits would have an adverse impact on
the possible use of hedging strategies by the Portfolio.
SHORT SALES: 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.
CASH RESERVES: 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, certificates of deposit, bank deposits
or repurchase agreements, provided that the issuer satisfies certain social
criteria. The Portfolio does not
B-5
<PAGE>
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 portfolio holdings of stocks comprising the Domini
Social Index and in order to meet anticipated requests for withdrawals. Such
investments are not intended to be used for defensive purposes in periods of
anticipated market decline.
-------------------------
The approval of the investors in the Portfolio is not required to change
the investment objective or any of the non-fundamental 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 voting securities"
of the Portfolio, which as used in this Part B means the vote of the lesser of
(i) 67% or more of the outstanding "voting securities" of the Portfolio present
at a meeting, if the holders of more than 50% of the outstanding "voting
securities" of the Portfolio are present or represented by proxy, or (ii) more
than 50% of the outstanding "voting securities" of the Portfolio. The term
"voting securities" as used in this paragraph has the same meaning as in the
1940 Act.
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);
(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
B-6
<PAGE>
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;
(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;
(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.
In addition, as a matter of fundamental policy, the Portfolio will invest
all of its investable assets in one or more of: (i) stocks comprising an index
of securities selected applying social criteria, which initially will be the
Domini Social Index, (ii) short-term debt securities of issuers which meet
social criteria, (iii) cash, and (iv) options on equity securities. This
fundamental policy cannot be changed without the approval of the holders of a
majority of the outstanding voting securities of the Portfolio.
NON-FUNDAMENTAL STATE AND FEDERAL RESTRICTIONS: In order to comply with
certain federal statutes and policies, the Portfolio will not, as a matter of
operating policy, 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. This
restriction is not fundamental and may be changed by the Portfolio without the
approval of its investors in response to changes in federal requirements.
PERCENTAGE AND RATING RESTRICTIONS: If a percentage restriction or rating
restriction
B-7
<PAGE>
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 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 13. Management of the Portfolio.
-------------------------------------
The management and affairs of the Portfolio are supervised by its Trustees
under the laws of the State of New York.
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 officer is 536 Broadway, 7/th/
Floor, New York, New York 10012.
TRUSTEES OF THE PORTFOLIO
AMY L. DOMINI* -- 230 Congress Street, Boston, Massachusetts 02110; Chair,
President and Trustee of the Portfolio, Domini Social Investment Trust and
Domini Institutional Trust; Managing Principal of DSIL; Private Trustee, Loring,
Wolcott & Coolidge; Trustee, New England Quarterly (since 1998); Trustee,
Episcopal Church Pension Fund; Former Member, Governing Board, Interfaith Center
on Corporate Responsibility; Former Trustee, National Association Community Loan
Funds; Former Board Member of National Community Capital Association (1987-
1990). Her date of birth is January 15, 1950.
JULIA ELIZABETH HARRIS -- 54 Burroughs Street, Jamaica Plain, Massachusetts
02130; Trustee, Domini Social Investment Trust and Domini Institutional Trust;
Vice President, UNC Partners, Inc. (since April 1990); Director and Treasurer,
Boom Times, Inc. (1997-1999); Director and Chair of Board of Directors, The
Green Book, Inc. (1991 -1996). Her date of birth is July 11, 1948.
KIRSTEN S. MOY -- 151 North Michigan Avenue, Suite 1209, Chicago, Illinois
60601; Trustee, Domini Social Investment Trust and Domini Institutional Trust;
Consultant, Project Director and Principal Researcher, Community Development
Innovation and Infrastructure Initiative (since December 1998); CDFI Rating
System Advisory Board Member, National Community Capital Association (since
1999); Member, Community Economic Development Board of Overseers, New Hampshire
College (since November 1998); Advisory Group Member, Shorebank Liquidity
Project (since 1999); Consultant, Equitable Life Assurance Society (since
December 1998); Board Member, Free Associates Theatre Company (since August
1999); Consultant, Social Investment Forum, Community Development Project (June
1998-December 1998); Director, Community Development Financial Institutions
Fund, U.S. Department of the Treasury (October 1995 - October 1997); Senior Vice
President and Portfolio Manager, Equitable Real Estate Investment Management
(prior to October 1995). Her date of birth is June 30, 1947.
WILLIAM C. OSBORN -- 115 Buckminster Road, Brookline, Massachusetts 02445;
Trustee, Domini Social Investment Trust and Domini Institutional Trust;
Consultant, Arete Corporation; Manager, Venture Investment Management Company
LLC (prior to 1999); Vice President and General
B-8
<PAGE>
Manager, TravElectric Services Corp (prior to 1995); President, Environmental
Technologies (prior to 1993); Director, Evergreen Solar, Inc; Director,
Conservation Services Group; Director, Fingerlakes Aquaculture LLC; Director,
Surgical Sealants, Inc; Director, World Power Technologies, Inc. His date of
birth is July 7, 1944.
KAREN PAUL -- 4050 Park Avenue, Miami, Florida 33133; Trustee, Domini Social
Investment Trust and Domini Institutional Trust; Professor of Management and
International Business, Florida International University (since 1991); Partner,
Trinity Industrial Technology (since 1997); Executive Director, Center for
Management in the Americas (since 1997). Her date of birth is September 23,
1944.
GREGORY A. RATLIFF -- 1712 Carmen Avenue, Chicago, Illinois 60640; Trustee,
Domini Social Investment Trust and Domini Institutional Trust; Director, Access
to Economic Opportunity, John D. and Catherine T. MacArthur Foundation (since
1997); Associate Director, Program-Related Investments, John D. and Catherine T.
MacArthur Foundation (1993-1997). His date of birth is June 12, 1960.
FREDERICK C. WILLIAMSON, SR. -- Five Roger Williams Green, Providence, Rhode
Island 02904; Trustee, Domini Social Investment Trust and Domini Institutional
Trust; Treasurer and Trustee, RIGHA (charitable foundation supporting health
care needs) since 1990; Chairman, Rhode Island Historical Preservation and
Heritage Commission (since 1995); Trustee, National Parks and Conservation
Association (1986-1997); Advisor, National Parks and Conservation Association
(since 1997); Trustee of the National Park Trust (since 1991); President's
Advisory Board - Salve Regina University, Newport, RI (since 1999). His date of
birth is September 20, 1915.
Each of the Trustees who are not interested persons receives an annual
retainer for serving as a Trustee of the Portfolio, the Domini Social Equity
Fund and the Domini Institutional Trust of $6,000, and in addition, receives
$1,000 for attendance at each joint meeting of the Boards of the Portfolio, the
Domini Social Equity Fund and the Domini Institutional Trust (reduced to $500 in
the event that a Trustee participates at an in-person meeting by telephone). In
addition, each Trustee receives reimbursement for reasonable expenses incurred
in attending meetings. The compensation paid to the Trustees for the fiscal
year ended July 31, 2000 is set forth below. The Trustees may hold various
other directorships unrelated to the Portfolio.
<TABLE>
<S> <C> <C> <C> <C>
Total
Compensation
Pension or From the
Retirement Portfolio,
Benefits the Domini
Aggregate Accrued as Estimated Social
Compensation Part of Annual Benefits Investment
From the Fund Upon Trust and
Portfolio Expenses Retirement the Domini
Institutional
Trust
Amy L. Domini, None None None None
Chair, President
</TABLE>
B-9
<PAGE>
<TABLE>
and Trustee
<S> <C> <C> <C> <C>
Julia Elizabeth $ 0 None None $9,500
Harris,
Trustee
Kirsten S. Moy, $ 0 None None $9,500
Trustee
William C. Osborn, $4,160 None None $9,500
Trustee
Karen Paul, $4,160 None None $9,500
Trustee
Gregory A. Ratliff, $3,910 None None $9,000
Trustee
Timothy Smith, $4,160 None None $9,500
Trustee*
Frederick C. $4,160 None None $9,500
Williamson, Sr.,
Trustee
</TABLE>
_____________________
* Mr. Smith resigned as a Trustee of the Trust after July 31, 2000.
OFFICERS
STEVEN D. LYDENBERG* -- Vice President of the Portfolio, Domini Social Equity
Fund and Domini Institutional Trust; Director of Research of Kinder, Lydenberg,
Domini & Co., Inc.; Member, Domini Social Investments LLC (since 1997). His
date of birth is October 21, 1945.
DAVID P. WIEDER* -- Vice President of the Portfolio, Domini Social Equity Fund
and Domini Institutional Trust (since 1997); Chief Executive Officer and
Managing Principal, Domini Social Investments LLC (since 1997); President of
FSSI (since 1989); Vice-President of investment companies within Fundamental
Family of Funds (1989-1997); Vice-President of Fundamental Portfolio Advisors
(1991-1997). His date of birth is January 8, 1966.
SIGWARD M. MOSER* -- Vice President of the Portfolio, Domini Social Equity Fund
and Domini Institutional Trust (since 1997); President and Managing Principal,
Domini Social Investments LLC (since 1997); President of Communications House
International, Inc.; Director of Financial Communications Society. His date of
birth is June 12, 1962.
CAROLE M. LAIBLE* -- Secretary and Treasurer of the Portfolio, Domini Social
Equity Fund and Domini Institutional Trust (since 1997); Financial Compliance
Officer of Domini Social Investments LLC (since 1997); Board of Governors,
Daytop - NJ (since 1998); Financial Compliance Officer, FSSI
B-10
<PAGE>
(1994-1997); Financial Compliance Officer and Secretary of investment companies
within Fundamental Family of Funds (1994-1997); General Service Manager,
McGladrey & Pullen LLP (certified public accountants) (prior to 1994). Her date
of birth is October 31, 1963.
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 with litigation in which they may be involved
because of their offices with the Portfolio, unless, as to liability to the
Portfolio or its shareholders, 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 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 14. Control Persons and Principal Holders of Securities.
-------------------------------------------------------------
As of October 31, 2000, all Trustees and officers of the Portfolio as a
group owned less than 1% of the Portfolio's outstanding shares. As of the same
date, the following shareholders of record owned 5% or more of the outstanding
shares of the Portfolio: Domini Social Equity Fund 72.9% and Green Century
Equity Fund 25.0%. The Portfolio has no knowledge of any other owners of record
or beneficial owners of 5% or more of the outstanding shares of the Portfolio.
Shareholders owning 25% or more of the outstanding shares of the Portfolio may
take actions without the approval of any other investor in the Portfolio.
The address of each of Domini Social Equity Fund and Domini Institutional
Social Equity Fund is 536 Broadway, 7/th/ Floor, New York, New York 10012.
Item 15. Investment Advisory and Other Services.
-------------------------------------------------
MANAGER AND SUBMANAGER
DSIL provides advice to the Portfolio pursuant to a Management Agreement
(the "Management Agreement"). The services provided by the Manager consist of
furnishing continuously an investment program for the Portfolio. DSIL will have
authority to determine from time to time what securities are purchased, sold or
exchanged, and what portion of assets of the Portfolio is held uninvested. DSIL
will also perform such administrative and management tasks as may from time to
time be reasonably requested, including: (i) maintaining office facilities and
furnishing clerical services necessary for maintaining the organization of the
Portfolio and for performing administrative and management functions; (ii)
supervising the overall administration of the Portfolio, including negotiation
of contracts and fees with and monitoring of performance and billings of the
Portfolio's transfer agent, shareholder servicing agents, custodian and other
independent contractors or agents; (iii) overseeing (with the advice of
Portfolio's counsel) the preparation of and, if applicable, filing all documents
required for compliance by the Portfolio with applicable laws and regulations,
including registration statements, prospectuses and statements of additional
information, semi-annual and annual reports to shareholders, proxy statements
and tax returns; (iv) preparing agendas and supporting documents for and minutes
of meetings of
B-11
<PAGE>
Trustees, committees of Trustees and shareholders; and (v) arranging for
maintenance of the books and records of the Portfolio. The Manager furnishes at
its own expense all facilities and personnel necessary in connection with
providing these services. 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 of the outstanding voting securities of the
Portfolio at a meeting called for the purpose of voting on the Management
Agreement (with the vote of each investor in the Portfolio being in proportion
to the amount of its 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.
The Management Agreement provides that the Manager may render services to
others. DSIL may employ, at its own expense, or may request that the Portfolio
employ (subject to the requirements of the 1940 Act) one or more subadvisers or
submanagers, subject to DSIL's supervision. The Management 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
outstanding voting securities in the Portfolio (with the vote of each investor
in the Portfolio being in proportion to the amount of its investment) or by a
vote of a 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 of
its or their obligations and duties under the Management Agreement.
Under the Management Agreement between the Portfolio and DSIL, DSIL's fee
for advisory and administrative services to the Portfolio is 0.20% of the
average daily net assets of the Portfolio.
DSIL is a Massachusetts limited liability company with offices at 536
Broadway, 7/th/ Floor, New York, New York 10012, and is registered as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act"). The names of the principal owners of DSIL and their relationship to the
Portfolio follows: Amy L. Domini, Chair of the Board and President of the
Portfolio, is the Manager and principal executive officer and a co-owner of
DSIL. Sigward M. Moser, Vice President of the Portfolio, is a co-owner of DSIL.
David P. Wieder, Vice President of the Portfolio is a co-owner of DSIL.
Mellon Equity manages the assets of the Portfolio pursuant to an
Investment Submanagement Agreement (the "Submanagement Agreement"). The
Submanager 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 Submanagement 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
outstanding voting securities in the Portfolio at a meeting called for the
purpose of voting on the Submanagement Agreement (with the vote of each being in
proportion to the amount of its investment), and, in either case, by a majority
of the Portfolio's Trustees who are not parties to the Submanagement Agreement
or interested persons of any such party at a meeting called for the purpose of
voting on the Submanagement Agreement.
The Submanagement Agreement provides that the Submanager may render
services to others. The Submanagement 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 outstanding voting
B-12
<PAGE>
securities 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 with the consent of the Trustees and may be
terminated by the Submanager on not less than 90 days' written notice to the
Manager and the Trustees, and will automatically terminate in the event of its
assignment. The Submanagement Agreement provides that the Submanager shall not
be liable for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in 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
Submanagement Agreement.
Under the Submanagement Agreement, DSIL pays Mellon Equity an investment
submanagement fee equal on an annual basis to 0.07% of the average daily net
assets of the Portfolio.
Effective January 1, 1998, Mellon Equity Associates was reorganized as a
Pennsylvania limited liability partnership. Pursuant to an Agreement and Plan
of Merger dated December 29, 1997, (the "Merger Agreement"), Mellon Equity
Associates was merged into Mellon Equity Associates, LLP, a newly-formed
Pennsylvania limited liability partnership, with Mellon Equity Associates, LLP
being the surviving entity. Mellon Bank, N.A. ("Mellon Bank") is the 99%
limited partner and MMIP, Inc. is the 1% general partner of Mellon Equity
Associates, LLP. In accordance with the provisions of the Merger Agreement, all
property, rights, privileges, franchises, patents, trademarks, licenses,
registrations, and other assets and interests of Mellon Equity Associates vested
in Mellon Equity Associates, LLP. By operation of law, the obligations and
liabilities of Mellon Equity Associates were assumed by Mellon Equity
Associates, LLP. Mellon Equity is a professional investment counseling firm
that provides investment management services to the equity and balanced pension,
public fund, and profit-sharing investment management markets, and is a
registered investment adviser under the Advisers Act. Mellon Bank's predecessor
organization managed domestic equity, tax-exempt and institutional pension
accounts since 1947. The address of Mellon Equity and each of the principal
executive officers and directors of Mellon Equity is 500 Grant Street, Suite
4200, Pittsburgh, Pennsylvania 15258.
Prior to October 22, 1997, pursuant to an investment advisory agreement
(the "KLD Advisory Agreement"), KLD served as investment adviser to the
Portfolio and furnished continuously an investment program by determining the
stocks to be included in the Domini Social Index. Additionally, prior to
October 22, 1997, pursuant to a management agreement (the "Mellon Equity
Management Agreement"), Mellon Equity served as investment manager and managed
the assets of the Portfolio on a daily basis. Prior to October 22, 1997, the
Portfolio paid Mellon Equity an investment management fee equal on an annual
basis to 0.10% of the average daily net assets of the Portfolio. Prior to
October 22, 1997, pursuant to a sponsorship agreement (the "KLD Sponsorship
Agreement"), KLD furnished administrative services for the Portfolio. Prior to
October 22, 1997, pursuant to an administrative services agreement (the
"Signature Administration Agreement"), Signature Broker-Dealer Services, Inc.
served as the administrator of the Portfolio. Prior to October 22, 1997, the
aggregate investment management and administration fees under the prior
agreements with respect to the Portfolio were equal to 0.15% of the Portfolio's
average daily net assets for its then current fiscal year.
For the fiscal years end July 31, 1999 and 2000, the Portfolio incurred
approximately $1,791,617 and $3,257,616, respectively, in management fees
pursuant to the Management Agreement. For the fiscal year end July 31, 1998,
the Portfolio incurred approximately $701,774 in management fees pursuant to the
Management Agreement, $17,385 in advisory fees pursuant to the KLD Advisory
Agreement, $17,385 in aggregate administration fees pursuant to the Signature
Administration Agreement and $86,354 in management fees pursuant to the Mellon
Equity Management Agreement.
B-13
<PAGE>
TRANSFER AGENT AND CUSTODIAN
The Portfolio has entered into a Transfer Agency Agreement with Investors
Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston, MA 02116, pursuant
to which IBT acts as transfer agent for the Portfolio. The Portfolio also has
entered into a Custodian Agreement with IBT pursuant to which IBT acts as
custodian for the Portfolio. The Custodian's responsibilities include
safeguarding and controlling the Portfolio's cash and securities, handling the
receipt and delivery of securities, determining income and collecting interest
on the Portfolio's investments, maintaining books of original entry for
portfolio and fund accounting and other required books and accounts, and
calculating the daily net asset value of the Portfolio. Securities held by the
Portfolio may be deposited into certain securities depositaries. The Custodian
does not determine the investment policies of the Portfolio or decide which
securities the Portfolio will buy or sell. The Portfolio may, however, invest
in securities of the Custodian and may deal with the Custodian as principal in
securities transactions.
INDEPENDENT AUDITORS
KPMG LLP, 99 High Street, Boston, MA 02110, 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.
EXPENSES
The Portfolio is responsible for all of its expenses, including the
compensation of its Trustees who are not interested persons of the Portfolio;
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; and expenses of
calculating the net asset value of the Portfolio.
The Portfolio will also pay the expenses connected with the execution,
recording and settlement of security transactions; fees and expenses of the
Portfolio's custodian for 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; expenses of meetings of investors; and the investment management
fees payable to the Manager.
Item 16. Brokerage Allocation and Other Practices.
--------------------------------------------------
Specific decisions to purchase or sell securities for the Portfolio are
made by portfolio managers who are employees of the Submanager and who are
appointed and supervised by its senior officers. Changes in the Portfolio's
investments are reviewed by its Board of Trustees. The portfolio managers of
the Portfolio may serve other clients of the Submanager 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 Submanager attempts to achieve this result by selecting broker-
dealers to execute transactions on behalf of the Portfolio and other clients of
the Submanager 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
B-14
<PAGE>
commissions are paid but the prices include a dealer's markup or markdown), the
Submanager normally seeks to deal directly with the primary market makers,
unless in its opinion, 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 Submanager 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 Submanager. At
present no other recapture arrangements are in effect. Consistent with the
foregoing primary consideration, the Conduct Rules of the National Association
of Securities Dealers, Inc. and such other policies as the Trustees of the
Portfolio may determine, the Submanager may consider sales of securities of
investors in the Portfolio as a factor in the selection of broker-dealers to
execute the Portfolio's securities transactions. The Portfolio will not engage
in brokerage transactions with the Manager or the Submanager or any of their
respective affiliates or any affiliate of the Portfolio.
Under the Submanagement Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, the Submanager may cause the Portfolio to pay a
broker-dealer acting on an agency basis which provides brokerage and research
services to the Submanager or 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 Submanager 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 Submanager's 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.
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
Submanager and the Manager 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 Submanager, 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 Submanager's or the Manager'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 Submanager or the Manager for no
consideration other than brokerage or underwriting commissions.
The Submanager and the Manager attempt to evaluate the quality of research
provided by brokers. The Submanager and the Manager sometimes use evaluations
resulting from this effort as a consideration in the selection of brokers to
execute portfolio transactions. However, neither the Submanager nor the Manager
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.
B-15
<PAGE>
The fees that the Portfolio pays to the Submanager 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 Submanager or the
Manager 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 Submanager or the Manager in carrying out its obligations to the
Portfolio. While such services are not expected to reduce the expenses of the
Submanager or the Manager, the Submanager or the Manager 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, 1997, 1998, 1999 and 2000, the Portfolio paid brokerage
commissions of $101,639, $175,344, $327,338 and $256,045, respectively.
In certain instances there may be securities which are suitable for the
Portfolio as well as for one or more of the Submanager's or the Manager's other
clients. Investment decisions for the Portfolio and for the Submanager's or the
Manager's other clients are made with a view to achieving their respective
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 17. 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.
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
its investment).
B-16
<PAGE>
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 its
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 its 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 its investment), or (ii) by
the Trustees of the Portfolio by written notice to investors. 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.
Item 18. Purchase, Redemption and Pricing of Securities.
--------------------------------------------------------
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act. Investments in the Portfolio may
only be made by investment companies, common or commingled trust funds or
similar organizations or entities which are "accredited investors" within the
meaning of Regulation D under the Securities 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 Securities 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, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas.) This determination of net
asset value is made once during each Portfolio Business Day as of the close of
regular trading of the New York Stock Exchange by deducting the amount of the
Portfolio's liabilities, including expenses payable or accrued, from the value
of its assets. Purchases and withdrawals will be effected at the time of
determination of net asset value next following the receipt of any purchase
order or request for withdrawal.
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 60
B-17
<PAGE>
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.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day. 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 recomputed 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 that Portfolio
Business 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 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 19. Taxation of the Portfolio.
-----------------------------------
The Portfolio is organized as a trust under New York law. As such, the
Portfolio expects it will be eligible to elect to be treated as a partnership
for federal income tax purposes with the result that it will not be subject to
any federal 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 ordinary income, gain, loss, deductions, credits
and other items in determining its income tax liability without regard to
whether it has received any distributions from the Portfolio.
B-18
<PAGE>
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.
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. Generally, the Portfolio believes that for purposes of determining
whether such an investor in the Portfolio satisfies the income and
diversification requirements to maintain its status as a regulated investment
company, such investor 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.
There are certain tax issues which will be relevant to only certain
investors; for example, 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. All investors
are advised to consult their own tax advisors as to the tax consequences of an
investment in the Portfolio.
The Portfolio is not subject to any income or franchise tax in the State
of New York or the Commonwealth of Massachusetts.
Item 20. Underwriters.
----------------------
The exclusive placement agent for the Portfolio is DSIL Investment
Services LLC. Other investment companies, insurance company separate accounts,
common and commingled trust funds and similar organizations and entities may
continuously invest in the Portfolio.
Item 21. Calculation of Performance Data.
-----------------------------------------
Not applicable.
Item 22. Financial Statements.
------------------------------
The audited financial statements of the Portfolio (Portfolio of
Investments, Statement of Assets and Liabilities at July 31, 2000, Statement of
Operations for the year ended July 31, 2000, Statement of Changes in Net Assets
for each of the years in the two-year period ended July 31, 2000, Financial
Highlights for each of the years in the five-year period ended July 31, 2000,
Notes to Financial Statements and Independent Auditors' Report), each of which
is included in the Portfolio's Annual Report which has been filed with the
Securities and Exchange Commission pursuant to Section 30(b) of the 1940 Act and
Rule 30b2-1 thereunder, are hereby incorporated by reference into Part B of this
Registration Statement and have been so incorporated in reliance upon the
reports of KPMG LLP, independent auditors, on behalf of the Portfolio.
B-19
<PAGE>
PART C
Item 23. Exhibits
* a(1) Amended and Restated Declaration of Trust of the Registrant.
** a(2) Certificate and Amendment to Declaration of Trust of the
Registrant.
** b By-Laws of the Registrant, as amended.
** d(1) Management Agreement between the Registrant and Domini Social
Investments LLC ("DSIL").
d(2) Amended and Restated Submanagement Agreement between DSIL and
Mellon Equity Associates, LLP.
*** e Placement Agency Agreement with DSIL Investment Services LLC, as
placement agent.
** g Custodian Agreement between the Registrant and Investors Bank &
Trust Company, as custodian and transfer agent.
p Codes of Ethics.
_______________________
* Incorporated by reference from Amendment No. 6 to the Registrant's
Registration Statement as filed with the SEC on November 28, 1995.
** Incorporated by reference from Amendment No. 8 to the Registrant's
Registration Statement as filed with the SEC on October 22, 1997.
*** Incorporated by reference from Amendment No. 10 to the Registrant's
Registration Statement as filed with the SEC on November 30, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 25. Indemnification
Reference is hereby made to Article V of the Registrant's Declaration of
Trust, filed as an exhibit to Amendment No. 6 to the Registrant's Registration
Statement.
The Trustees and officers of the Registrant and the personnel of the
Registrant's manager 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,
as amended (the "1940 Act").
Item 26. Business and Other Connections of Investment Adviser
Domini Social Investments LLC ("DSIL") is a Massachusetts limited
liability company with offices at 536 Broadway, 7/th/ Floor, New York, New York
10012, and is registered as an investment adviser under the Investment Advisers
Act of 1940. The owners of DSIL are James Earl Brooks, Amy Lee Domini, Steven D.
Lydenberg, Sigward Moser and David P. Wieder.
<TABLE>
<CAPTION>
Principal Employment during the
Name Business Address Past Two Fiscal Years
<S> <C> <C>
James E. Brooks Four Arlington Street President, Equity Resources Group, Inc. (real
Cambridge, MA 02140 estate investment)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Amy L. Domini 230 Congress Street Trustee, Loring, Wolcott & Coolidge (fiduciary)
Cambridge, MA 02110
Steven D. Lydenberg 536 Broadway, 7/th/ Floor Director of Research, KLD
New York, NY 10012
Sigward Moser 536 Broadway, 7/th/ Floor President and Director, Communication House
New York, NY 10012 International, Inc. (advertising agency)
David P. Wieder 536 Broadway, 7/th/ Floor President, Director, Equity Owner and Chairman,
New York, NY 10012 Fundamental Shareholder Services, Inc.
</TABLE>
Item 27. Principal Underwriters
(a) DSIL Investment Services LLC is the placement agent for the
Registrant. DSIL Investment Services LLC serves as the distributor or
placement agent for the following other registered investment
companies: Domini Social Equity Fund, Domini Social Bond Fund and
Domini Institutional Social Equity Fund.
(b) The information required by this Item 27 with respect to each
director or officer of DSIL Investment Services LLC is incorporated
herein by reference from Schedule A of Form BD (File No. 008-44763)
as filed by DSIL Investment Services LLC pursuant to the Securities
Exchange Act of 1934.
(c) Not applicable.
Item 28. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the offices of the Registrant and at the following locations:
Name: Address:
Domini Social Investments LLC 536 Broadway, 7/th/ Floor
(manager) New York, NY 10012
Mellon Equity Associates, LLP 500 Grant St., Suite 4200
(submanager) Pittsburgh, PA 15258-0001
<PAGE>
DSIL Investment Services LLC 536 Broadway, 7/th/ Floor
(placement agent) New York, NY 10012
Investors Bank & Trust Company 200 Clarendon Street
(custodian and transfer agent) Boston, MA 02116
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
<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 28/th/ day of
November, 2000.
DOMINI SOCIAL INDEX PORTFOLIO
By: Amy L. Domini
------------------------------
Amy L. Domini, President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
d(2) Amended and Restated Submanagement Agreement between DSIL
and Mellon Equity Associates, LLP.
p Codes of Ethics.
