497 1 file001.htm DEFINITIVE MATERIALS

Rule 497(c)
File Nos. 33-29180
and 811-05823

Subject to Completion.
Preliminary Prospectus [dated June 10, 2005.]

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

PROSPECTUS

_______ ___, 2005

DOMINI EUROPEAN SOCIAL EQUITY FUND

Domini Social Investments
Investing For Good(SM)

As with all mutual funds, the Securities and Exchange Commission has not judged
whether this fund is a good investment or whether the information in this
prospectus is truthful and complete. Anyone who indicates otherwise is
committing a crime.

TABLE OF CONTENTS

THE FUND AT A GLANCE
Investment Objective..............................................
Primary Investment Strategies.....................................
Primary Risks.....................................................
Past Performance..................................................
Fees and Expenses.................................................

MORE ABOUT THE FUND
Socially Responsible Investing....................................
Additional Investment Strategies, Risk, and Portfolio
Holdings Information..............................................
Who Manages the Fund?.............................................
The Fund's Distribution Plan......................................

SHAREHOLDER MANUAL....................................................... A-1
Information about buying, selling, and exchanging Investor shares
of the Fund, how Fund shares are valued, Fund distributions, and
the tax consequences of an investment in the Fund.

FINANCIAL HIGHLIGHTS..................................................... B-1

FOR ADDITIONAL INFORMATION Back cover

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The Fund at a Glance

INVESTMENT OBJECTIVE
The Domini European Social Equity Fund's objective is to seek to provide its
shareholders with long-term total return. The Fund seeks its objective by
investing primarily in stocks of European companies that meet the Fund's social
and environmental standards. The Fund pursues its investment objective by
investing its assets in the Domini European Social Equity Trust (the "Trust"),
another registered mutual fund with the same investment objective and policies.
For more information, please refer to "More About the Fund - Additional
Investment Strategies, Risk and Portfolio Holdings Information."

PRIMARY INVESTMENT STRATEGIES
The Domini European Social Equity Fund (the Fund) invests in stocks of companies
that meet a comprehensive set of social and environmental standards applied by
Domini Social Investments LLC (Domini or the Manager). The Fund may invest in
companies of any capitalization but under normal market conditions will invest
primarily in mid- to large- capitalization companies. There is no requirement
that every security that pass Domini's social and environmental standards be
owned by the Fund.

Subject to Domini's social and environmental standards, the Fund's submanager
will seek to add value using a diversified quantitative stock selection
approach, while managing risk through portfolio construction.. The Fund's
submanager will seek to invest in stocks it believes are undervalued by the
market and whose technical and fundamental attributes are attractive. The Fund
seeks to diversify its investments among developed and emerging market
countries.

The Fund has a non-fundamental policy to invest, under normal circumstances, at
least 80% of its assets in equity securities and related investments of European
companies. For purposes of this prospectus, European companies include (1)
companies organized or domiciled within a European country; (2) companies having
at least 50% of their assets in, or deriving 50% or more of their revenues or
profits from, a European country; (3) European governments or supranational
organizations and agencies or underlying instrumentalities of European
governments or supranational organizations; and (4) issuers whose economic
fortunes and risks are otherwise linked with a European market (as determined by
the Fund's submanager). While the Fund's submanager expects that most of the
securities held by the Fund will be traded in European securities markets, some
could be traded outside the region. The Fund will give you 60 days' prior notice
if it changes this 80% policy.

The Fund seeks to hold the stocks of corporations that the Manager determines on
balance contribute positively to the creation of a wealthy and healthy society.
Corporations can make such positive contributions not only through their
innovations and efficiencies in providing products and services, but also
through strong corporate governance and communications with their stockowners,
investments in their employees, the adoption of business practices that preserve
and enhance the environment, and sensitivity to labor and other human rights
issues.

The Fund seeks to avoid securities and obligations of corporations that the
Manager determines derive significant revenues from the manufacture of tobacco
products or alcoholic beverages, derive significant revenues from gambling
enterprises, or have a significant direct ownership

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share in, operate, or design, nuclear power plants. The Fund also seeks to avoid
investment in firearms manufacturers and major military contractors.

The Manager reserves the right to alter these standards, or to add new standards
at any time without shareholder approval. For additional information about the
standards used for evaluating companies, please see "More about the Fund -
Socially Responsible Investing."

PRIMARY RISKS
o GENERAL. There can be no guarantee that the Fund will be able to achieve its
investment objective. The investment objective of the Fund may be changed
without the approval of the Fund's shareholders, but shareholders will be given
notice at least 30 days before any change is implemented. The Manager currently
has no intention to change the Fund's investment objective.

o STOCK MARKET RISK. The Fund's total return, like the stock market in general,
will fluctuate widely. You could lose money by investing in the Fund over short
or long periods of time. An investment in the Fund is not a bank deposit and is
not insured or guaranteed.

o FOREIGN INVESTING RISK. Investing in European securities may represent a
greater degree of risk than investing in U.S. securities due to political,
social, and economic developments abroad, such as political upheaval or
financial troubles. Additionally, there is risk resulting from the differences
between the regulations to which U.S. and European issuers and markets are
subject, such as accounting, auditing, and financial reporting standards and
practices, and the degree of government oversight and supervision. These factors
can make foreign investments more volatile and potentially less liquid than U.S.
investments. In addition, foreign markets can perform differently from the U.S.
market.

o CURRENCY RISK. Fluctuations between the U.S. dollar and foreign currencies
could negatively affect the value of the Fund's investments in the event of an
unfavorable change in the currency exchange rates.

o COUNTRY RISK. Although the Fund expects to diversify its investments
primarily among various European countries, it may hold a large number of
securities in a single country. If the Fund concentrates its investments in a
particular country, it assumes the risk that economic, political, and social
conditions in that country will have a significant impact on Fund performance.

o GEOGRAPHIC CONCENTRATION RISK. The Fund will be largely invested in companies
based in Europe. Market changes or other factors affecting the region, including
political instability and unpredictable economic conditions, could have a
significant impact on the Fund due to its regional concentration.

o MID- TO LARGE-CAPITALIZATION COMPANIES. Under normal market conditions, the
Fund will invest primarily in the stocks of mid- to large-capitalization
companies based in Europe. Mid-cap and large-cap stocks tend to go through
cycles when they do better, or worse, than other asset classes and each other or
the stock market overall. The performance of your investment will generally
follow these market trends.

o EMERGING MARKETS RISK. The securities markets of Eastern European and other
emerging countries are less liquid, are especially subject to greater price
volatility, have smaller market capitalizations, have less government regulation
and are not subject to as extensive and frequent accounting, financial and other
reporting requirements as the securities markets of more developed countries.
Further, investment in equity securities of issuers located in

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emerging countries involves risk of loss resulting from problems in share
registration and custody and substantial economic and political disruptions. The
Fund may also utilize derivative instruments, such as equity linked securities,
to gain exposure to certain emerging markets, but not as a principal investment
strategy. These risks are not normally associated with investments in more
developed countries.

o SOCIALLY RESPONSIBLE INVESTING. The Fund's portfolio is subject to multiple
social and environmental standards. As a result, Fund 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. If the Manager determines that a security
held by the Fund no longer meets Domini's social and environmental standards, it
will be removed from the Fund's portfolio within 90 days after such
determination, under normal circumstances.

PAST PERFORMANCE

The Fund is newly created and does not yet have any operating history or
performance information.

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FEES AND EXPENSES

The table below describes the fees and expenses that you would pay if you buy
and hold shares of the Fund.*

SHAREHOLDER FEES
(fees paid directly by you)
Sales Charge (Load) Imposed on Purchases: None
Deferred Sales Charge (Load): None
Redemption Fee+ (as a percentage of amount redeemed, if applicable): 2.00%**
Exchange Fee: None

ANNUAL FUND OPERATING EXPENSES
(expenses deducted from the Fund's assets)
Management Fees: 0.75%
Distribution (12b-1) Fees: 0.25%
Other Expenses
Administrative Services and Sponsorship fee: 0.50%
Other Expenses***: 0.64%
Total Annual Fund Operating Expenses: 2.14%
Fee Waiver++: 0.54%
NET EXPENSES: 1.60%

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* The table and the following example reflect the aggregate expenses of the Fund
and the Domini European Social Equity Trust, the underlying portfolio in which
the Fund invests.

** In order to discourage use of the Fund for market timing, an early redemption
fee is charged on sales or exchanges of shares made less than 90 days after
settlement of purchase or acquisition through exchange, with certain exceptions.

***Other Expenses are estimated for the Fund's current fiscal year end.

+ If you wish to receive your redemption proceeds by bank wire, there is a $10
wire service fee. For additional information, please refer to the Shareholder
Manual.

++ Until [ ] 2006, Domini has contractually agreed to waive certain fees
and/or reimburse certain expenses, including management fees, so that the Fund's
expenses, net of waivers and reimbursements, will not exceed, on a per annum
basis, 1.60% of the average Fund's daily net assets, absent an earlier
modification by the Board of Trustees, which oversees the Fund.

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EXAMPLE

The example below is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur if you invest $10,000 in the Fund for
the time periods indicated and then sell all of your shares at the end of each
period. This example assumes that the Fund provides a return of 5% a year, all
dividends and distributions are reinvested, operating expenses remain the same
for the time period indicated, and the fee waiver reflected in the fee table is
in effect for the one-year time period. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:

-------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
$163* $618 $1,100 $2,430
-------------------------------------------------------------------------------

* For redemptions less than 90 days after settlement of purchase or acquisition
through exchange, the cost of investing could be up to $207 higher due to the
early redemption fee. For additional information, please refer to the
Shareholder Manual.

This example should not be considered to represent actual expenses or
performance for the past or the future. Actual future expenses may be higher or
lower than those shown.

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QUICK GUIDE TO IMPORTANT INFORMATION

MINIMUM INITIAL INVESTMENT: $2,500 ($1,500 for IRAs and Automatic Investment
Plans) ($1,000 for UGMA/UTMA Accounts and Coverdell Education Savings Accounts)
INVESTMENT ADVISER: Domini Social Investments LLC
COMMENCEMENT OF OPERATIONS: _________, 2005
DIVIDENDS: Distributed semi-annually, usually in June and December
CAPITAL GAINS: Distributed annually, usually in December
CUSIP NUMBER: [ ___ ]

WEBSITE: www.domini.com
SHAREHOLDER SERVICES: 1-800-582-6757
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More About the Fund

Socially Responsible Investing

In addition to traditional financial considerations, socially responsible
investors factor social and environmental standards into their investment
decisions. They believe that this helps to encourage greater corporate
responsibility, and may also help to identify companies that have enlightened
management able to serve the challenges of long-term broad-based wealth creation
in society. In the course of seeking financial gain for themselves, socially
responsible investors look for opportunities to use their investments to create
a more sustainable world.

Typically, socially responsible investors seek to invest in corporations and
other issuers with positive qualities, such as a responsible environmental
record or strong employee relations. They seek to avoid companies that
manufacture products, or employ practices, that they believe have harmful
effects on society or the natural environment.

At Domini, in addition to applying social and environmental standards to all of
our investments, we work with companies to improve their social and
environmental performance through dialogue with corporations on these issues
when appropriate. In addition, we vote company proxies in a manner consistent
with our social and environmental standards.

The Social and Environmental
Standards Applied to the Fund

The Domini European Social Equity Fund provides shareholders with exposure to a
core portfolio of companies based in Europe selected according to a balancing of
multiple social and environmental standards. The Manager focuses on the concept
of long-term, broad-based, societal wealth creation as a primary theme driving
its assessment of corporations. In order to judge the suitability of a company
for investment by the Fund, the Manager evaluates the overall potential of the
company to create broad-based societal wealth, balancing positive and negative
factors as they relate to the company's core business and the vision and
strategy of management on social and environmental issues. The companies that
the meet the social and environmental standards of the Manager must then meet
financial performance criteria of the submanager.

Although European companies, investors, and other stakeholders share many of the
social and environmental concerns that arise in the United States, differences
exist between U.S. and European companies and between U.S. and European
stakeholders. An international socially responsible mutual fund is best managed
with an understanding and respect for these cultural and regulatory differences.
The Manager will work to appropriately reflect European social and environmental
concerns, while continuing to address the concerns of U.S. investors.

The Fund applies multiple social and environmental standards to all of its
investments. In addition, the Fund seeks to use its position as a shareholder to
raise issues of social and environmental performance with corporate management.

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The Fund seeks to avoid securities and obligations of corporations that derive
significant revenues from the manufacture of tobacco products or alcoholic
beverages, derive significant revenues from gambling enterprises, or have a
significant direct ownership share in, operate or design, nuclear power plants.
The Fund also seeks to avoid investment in firearms manufacturers and major
military contractors.

Once a company has passed the set of exclusionary standards described above, it
is subject to a range of qualitative factors designed to measure the quality of
its relations with its various stakeholders, including employees, consumers,
communities, and the natural environment.

Domini considers the following factors when evaluating companies for possible
investment and may exclude companies based on poor performance in these areas:

o CORPORATE GOVERNANCE

o COMMUNITY AND CORPORATE CITIZENSHIP

o EMPLOYEE RELATIONS AND DIVERSITY

o ENVIRONMENT AND SUSTAINABILITY

o LABOR AND OTHER HUMAN RIGHTS

o PRODUCT AND CONSUMER ISSUES

The social and environmental standards used to select the Fund's investments are
designed to reflect many of those widely used by socially responsible investors
in the U.S. and Europe. However, you may find that some companies in which the
Fund invests do not reflect your social or environmental standards. You may wish
to review a list of the companies in the Fund's portfolio to decide if they meet
your personal standards. To obtain portfolio holdings information, please refer
to "Additional Investment Strategies, Risk, and Portfolio Holdings Information."

No company is a perfect model of social or environmental responsibility. Each
year, the Fund will seek to use its voice as a shareholder to raise issues of
social and environmental performance with corporate management. Various
barriers, including regulatory, geographic, and language barriers, may impair
the Fund's ability to use its influence effectively.

Domini may, at its discretion, choose to apply additional standards, or to
modify the application of the standards listed above, to the Fund, at any time,
without shareholder approval. This will impact investments held by the Fund, and
may cause certain companies or industries to be dropped from or added to the
Fund's portfolio. In addition, Domini reserves the right to vary the application
of these standards to the Fund, depending, for example, on such factors as asset
class, market capitalization, investment style, access to quality data on an
issuer's social or environmental performance, and cultural factors that may vary
by region or country.

- 9 -

Additional Investment
Strategies, Risk, and
Portfolio Holdings
Information

TEMPORARY INVESTMENTS

The Fund may temporarily use a different investment strategy for defensive
purposes in response to market conditions, economic factors, or other
occurrences. This may adversely affect the Fund's performance. You should note,
however, that the Fund may decide not to use a different investment strategy for
defensive purposes in the future -- even in the event of deteriorating market
conditions.

CASH RESERVES

Although the Fund seeks to be fully invested at all times, it keeps a small
percentage of its assets in cash or cash equivalents. These reserves provide the
Fund with flexibility to meet redemptions and expenses, and to readjust its
portfolio holdings. The Fund may hold these cash reserves uninvested or may
invest them in high-quality, short-term debt securities, bankers' acceptances,
commercial paper, certificates of deposit, bank deposits, repurchase agreements,
or certificates of deposit at banks or other financial institutions focused on
sustainability or community investing. The issuers of these securities must
satisfy the Fund's social standards as applied by the Manager.

USE OF OPTIONS, FUTURES AND OTHER DERIVATIVES

Although it is not a principal investment strategy, the Fund may purchase and
sell options, enter into futures contracts and/or utilize other derivative
contracts and securities with respect to stocks, bonds, groups of securities
(such as financial indices), foreign currencies, interest rates or inflation
indices. These techniques, which are incidental to the Fund's primary strategy,
permit the Fund to gain exposure to a particular security, group of securities,
interest rate or index, and thereby have the potential for the Fund to earn
returns that are similar to those which would be earned by direct investments in
those securities or instruments.

These techniques are also used to manage risk by hedging the Fund's portfolio
investments. Hedging techniques may not always be available to the Fund, and it
may not always be feasible for the Fund to use hedging techniques even when they
are available.

Derivatives have risks, however. If the issuer of the derivative instrument does
not pay the amount due, the Fund could lose money on the instrument. In
addition, the underlying security or investment on which the derivative is
based, or the derivative itself, may not perform the way the submanager
expected. As a result, the use of these techniques may result in losses to the
Fund or increase volatility in the Fund's performance. Some derivatives are
sophisticated instruments that typically involve a small investment of cash
relative to the magnitude of risks

- 10 -

assumed. Derivative securities are subject to market risk, which could be
significant for those that have a leveraging effect.

The Fund may not invest more than 15% of its net assets in illiquid securities,
which may be difficult to value properly and may involve greater risks than
liquid securities. Illiquid securities include those legally restricted as to
resale, and may include commercial paper issued pursuant to Section 4(2) of the
Securities Act of 1933 and securities eligible for resale pursuant to Rule 144A
thereunder. Certain Section 4(2) and Rule 144A securities may be treated as
liquid securities if the investment adviser determines that such treatment is
warranted. Even if determined to be liquid, holdings of these securities may
increase the level of Fund illiquidity if eligible buyers become uninterested in
purchasing them.

INVESTMENT STRUCTURE

The Fund invests its assets in another registered investment company that has
the same investment objective as the Fund and invests in securities using the
strategies described in this prospectus. The Fund may withdraw its investment
from its underlying portfolio at any time if the Board of Trustees of the Fund
determines that it is in the best interest of the Fund's shareholders to do so.
The Board of Trustees would then consider what action might be taken, including
investing all of the Fund's assets in another similarly structured portfolio
having the same investment objective as the Fund, or hiring an investment
advisor to manage the Fund's assets. There is currently no intention to change
the Fund's investment structure. References to the Fund in this prospectus
include its underlying portfolio, unless the context requires otherwise.

TURNOVER RATE

The annual portfolio turnover rate for the Domini European Social Equity Trust,
in which the Domini European Social Equity Fund invests, is expected to be
within a range of 70 - 110%. The sale of securities may produce capital gains,
which when distributed are taxable to the Fund's shareholders. Active trading
may result in increased transaction costs.

PORTFOLIO HOLDINGS INFORMATION

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information and at www.domini.com. Currently, disclosure
of the Fund's holdings is required to be made quarterly within 60 days of the
end of each fiscal quarter (January 31, April 30, July 31, and October 31) in
the Annual Report and Semi-Annual Report to Fund shareholders and in the
Quarterly Report on Form N-Q. The Annual and Semi-Annual Reports will be
available by mail from Domini. To obtain copies of Annual and Semi-Annual
Reports, free of charge (when available), call 1-800-582-6757. Each Annual,
Semi-Annual and Quarterly Report will also be available online at www.domini.com
and on the EDGAR database on the SEC's website, www.sec.gov. The Fund is newly
created and has not yet issued any Annual, Semi-Annual, or Quarterly Reports.

In addition, Domini's website contains information about the Fund's portfolio
holdings, including, as applicable, the security description, the ticker symbol,
the security identification number, price per share, par value, market value,
and percentage of total investments, in each case updated as of the end of the
most recent calendar quarter (i.e., each March 31, June 30, September 30, and
December 31). This information is provided on the website with a lag of at least
30 days and will be available until updated for the next calendar quarter. To
find this information, please visit www.domini.com, click on "Domini Funds" at
the top of the page, and select the Fund to retrieve its portfolio holdings
information.

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ADDITIONAL INFORMATION

The Fund is not required to use every investment technique or strategy listed in
this prospectus or in the Statement of Additional Information. For additional
information about the Fund's investment strategies and risks, the Fund's
Statement of Additional Information is available, free of charge, from Domini.

Who Manages the Fund?

INVESTMENT MANAGER

Domini Social Investments LLC (Domini or the Manager), 536 Broadway, 7th floor,
New York, NY 10012, has been managing money since November 1997. As of June 30,
2005, Domini has more than $1.5 billion in assets for investors who are working
to create positive change in society by using social and environmental standards
in their investment decisions. Domini provides the Fund with research,
investment supervisory services, overall operational support, and administrative
services to the Fund. Domini sets the social and environmental standards for the
Fund and determines which stocks meet these standards.

The investment research team at Domini is comprised of Steven Lydenberg, Jeff
MacDonagh, and Kimberly Gladman.

Steven Lydenberg, CFA, is chief investment officer of Domini Social Investments
and vice president of the Domini Funds. He has been active in social research
since 1975. Mr. Lydenberg was a founder of KLD Research & Analytics, Inc.,
served as its research director from 1990 to 2001, and served on KLD's Domini
400 Social IndexSM Committee from 2001 through March 31, 2005. From 1987 to
1989, he was an associate with Franklin Research and Development Corporation
(now known as Trillium Asset Management). For 12 years he worked with the
Council on Economic Priorities, ultimately as director of corporate
accountability research. Mr. Lydenberg holds a B.A. in English from Columbia
College and an M.F.A. in theater arts from Cornell University, and holds the
Chartered Financial Analyst designation.

Jeff MacDonagh, CFA, is the senior research analyst responsible for the
application of the Fund's social and environmental standards. Mr. MacDonagh was
an Assistant Portfolio Manager at Loring, Wolcott & Coolidge Fiduciary Advisors
from 2003 through June 2005. His responsibilities included portfolio management,
screening for social investments, proxy voting, and community development
investing. From 2000 to 2003, he was a social investment researcher at KLD
Research & Analytics, Inc. Mr. MacDonagh graduated from University of Wisconsin
- Madison with degrees in Mathematics, Physics, and Philosophy, and holds
Master's degrees in Technology Policy and Environmental Planning from MIT, and
the Chartered Financial Analyst designation.

Kimberly Gladman, Ph.D. is the associate research analyst responsible for the
application of the Fund's social and environmental standards. Dr. Gladman
previously worked in Domini's Shareholder Advocacy department, where she engaged
companies on a range of social and environmental issues through shareholder
resolution filings and direct dialogue. Before joining Domini in 2001, she had
an academic career, focused on interdisciplinary teaching and research. She
holds degrees in Literature from Yale and NYU.

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INVESTMENT SUBMANAGER

Wellington Management Company, LLP (Wellington or the Submanager), with its main
offices at 75 State Street, Boston, MA 02109, provides investment submanagement
services to the Fund pursuant to a Submanagement Agreement with Domini.
Wellington had approximately $[ ] billion in assets under management as of June
30, 2005, including $[ ] billion in assets for which Wellington acts as a
submanager. Wellington and its affiliated companies managed over $[ ] billion in
socially responsible assets as of June 30, 2005.

The Submanager buys and sells stocks that Domini determines meet the Fund's
social and environmental standards using a quantitative stock selection approach
within a risk-managed portfolio construction framework. The quantitative stock
selection approach incorporates a diverse set of strategies based on fundamental
and technical inputs. The models incorporate value and momentum as primary
investment themes.

Sylvia S. Han, CFA, is the portfolio manager responsible for the management of
the Fund. Doris T. Dwyer provides portfolio management and securities analysis
services to the Fund. Ms. Han joined Wellington Management as an investment
professional in 1990. Ms. Dwyer joined Wellington Management as an investment
professional in 1998. The Statement of Additional Information contains
additional information about the compensation of these investment professionals,
other accounts managed by these investment professionals, and their ownership of
the securities of the Fund.

For the services Domini and the Submanager provide to the Fund during the fiscal
year ended July 31, 2006, it is estimated that they will receive a total of
0.71% of the average daily net assets of the Fund, after waivers.

The Fund's Distribution Plan

DSIL Investment Services LLC, a wholly owned subsidiary of Domini, is the
distributor of the Fund's shares. The Fund has adopted a Rule 12b-1 plan that
allows the Fund to pay its distributor on an annual basis for the sale and
distribution of its shares and for services provided to shareholders. These
annual distribution and service fees may equal up to 0.25% of the average daily
net assets of the Fund's Investor shares. Because distribution and service fees
are paid out of the assets of the Fund on an ongoing basis, over time the fee
will increase the cost of your investment and may cost you more than paying
other types of sales charges. For more information about the Fund's distribution
plan, see the expense table in "The Fund at a Glance" and the Statement of
Additional Information.

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Shareholder Manual

This section provides you with information about buying, selling, and exchanging
shares of the Fund, how Fund shares are valued, Fund distributions, and the tax
consequences of an investment in the Fund.

TABLE OF CONTENTS

How to Open an Account.....................................................
Types of Accounts......................................................
Buying, Selling, and Exchanging Shares.....................................
Automatic Transaction Plans................................................
Additional Information on Selling Shares...................................
How the Price of Your Shares Is Determined.................................
How can I find out the NAV of my shares?...............................
How do you determine what price I will get when I buy shares?..........
How do you determine what price I will get when I sell shares?.........
How is the value of securities held by the Fund determined?............
Fund Statements and Reports................................................
Dividends and Capital Gains................................................
Taxes......................................................................
Anti-Money Laundering......................................................
Rights Reserved by the Fund................................................

FOR MORE INFORMATION

Call our Shareholder Services department toll-free at 1-800-582-6757 or visit
our website at WWW.DOMINI.COM for more information on the following:

o Investing in the Fund

o Your account

o The daily share price of your shares

o Socially responsible investing

Shareholder Services representatives are available to take your call business
days, 9 am - 5 pm, Eastern Time.

You may make transactions, review account information, and obtain the share
price for your shares 24 hours a day, 7 days a week, by using our automated
telephone system or visiting our website.

IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account.

WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME,
ADDRESS, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO
ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS.

- A-1 -

Shareholder Manual

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QUICK REFERENCE - DOMINI EUROPEAN SOCIAL EQUITY FUND

ACCOUNT STATEMENTS are mailed quarterly.

TRADE CONFIRMATIONS are sent after purchases (except Automatic Investment Plan
purchases) and redemptions.

ANNUAL AND SEMI-ANNUAL REPORTS are mailed in late September and March,
respectively, and are available online at www.domini.com.

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- A-2 -

Shareholder Manual

How to Open an Account

1. Read this prospectus (and please keep it for future reference).

2. Review "Types of Accounts" and decide which type is appropriate for you.

3. Decide how much you want to invest.

The minimum initial investment in the Fund is:

o $2,500 for regular accounts ($1,500 if using our Automatic
Investment Plan)

o $1,500 for Retirement Accounts (our Automatic Investment Plan
is also available for Retirement Accounts)

o $1,000 for UGMA/UTMA Accounts (our Automatic Investment Plan is
also available for UGMA/UTMA Accounts)

o $1,000 for Coverdell Education Savings Accounts (our Automatic
Investment Plan is also available for Coverdell Education
Savings Accounts)

The minimum to buy additional shares of the Fund is:

o $50 for accounts using our Automatic Investment Plan

o $100 for all other accounts

4. Decide whether to make your initial purchase by mail or bank wire. Follow
the simple instructions under "Buying, Selling, and Exchanging Shares."

Be sure to completely fill out and sign the Account Application appropriate for
the account type you have selected. If you need assistance, please call
1-800-582-6757, business days, 9 am - 5 pm, Eastern Time.

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WHAT IS "GOOD ORDER"?

Purchase, exchange, and sale requests must be in "good order" to be accepted by
the Fund. To be in "good order" a request must include:

o The Fund name

o The account number

o The funds for the purchase by check or by wire or the amount of the
transaction (in dollars or shares) for the exchange or sale

o Name, address, and other information that will allow us to identify you

o The signatures of all owners exactly as registered on the account (for
redemption or exchange requests by mail)

o A Medallion Signature Guarantee, if required (see "Additional Information
on Selling Shares" below)

o Any supporting legal documentation that may be required

- A-3 -

Shareholder Manual

TYPES OF ACCOUNTS

You may invest in the Fund through the following types of accounts:
<TABLE>
---------------------------------------------------------------------------------------------------------------------

INDIVIDUAL AND JOINT ACCOUNTS Invest as an individual or with one or more people. If you are opening a
(NONRETIREMENT) joint account, joint tenancy with rights of survivorship will be assumed
unless other ownership is noted on your Account Application. You may also
open an account to invest assets held in an existing personal trust.
---------------------------------------------------------------------------------------------------------------------
INDIVIDUAL RETIREMENT ACCOUNTS You may open an account to fund a traditional IRA or a Roth IRA. There
(IRAS) is a $10 annual maintenance fee per shareholder.
---------------------------------------------------------------------------------------------------------------------
UNIFORM GIFTS/TRANSFERS TO These accounts are maintained by a custodian you choose (which may be you)
MINORS ACT (UGMA/UTMA) on behalf of a minor. They provide a simple method for giving irrevocable
ACCOUNTS gifts to children without having to establish a formal trust.
---------------------------------------------------------------------------------------------------------------------
COVERDELL EDUCATION SAVINGS These accounts may be established on behalf of any child with a Social
ACCOUNTS (FORMERLY EDUCATION Security number and are used to save for higher education expenses. There
IRAS) is a $10 annual maintenance fee per shareholder.
---------------------------------------------------------------------------------------------------------------------
EMPLOYER-SPONSORED RETIREMENT If offered by your employer, you may be able to open an account as part of
PLANS an employer-sponsored retirement plan, such as a 401(k) plan, 403(b) plan,
SEP-IRA, or SIMPLE IRA.
---------------------------------------------------------------------------------------------------------------------
FOR AN ORGANIZATION You may open an account for a trust, corporation, partnership, endowment,
foundation, or other entity.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

You may download or request the application you need for the account type you
have selected at www.domini.com or by calling 1-800-582-6757.

Automatic transaction plans are available for all account types. Please see
"Buying, Selling, and Exchanging Shares" for more information.

- A-4 -

Shareholder Manual

Buying, Selling, and Exchanging Shares

The following chart describes all the ways you can buy, sell, and exchange
Investor shares of the Fund. If you need any additional information or
assistance, please call 1-800-582-6757.

METHOD INSTRUCTIONS
--------------------------------------------------------------------------------
MAIL(4) Domini Funds
By Mail you may: P.O. Box 9785
Providence, RI 02940-9785
BUY To buy shares:
SELL
EXCHANGE o For your initial investment, complete an Account
Application and mail it with your check.

o For subsequent investments, fill out the investment
slip included with trade confirmations or account
statements, or send a note with your check
indicating the Fund name, the account number, and
the dollar amount.

o Your check must be made payable to "Domini Funds."

o Always include your account number on your check.
Note: For our mutual protection, the Fund cannot
accept cashier's o checks, money orders, checks made
payable to third parties, starter checks, or
travelers checks.

o Please note that if you purchase shares by check and
you sell those shares soon after purchase, your
redemption proceeds will not be sent to you until
your check clears, which may take up to 8 business
days after purchase.

To sell shares:

You must include the following information or your
request may be returned:

o The Fund name

o The Fund account number

o The dollar amount or number of shares

o The signatures of all authorized signers exactly as
they appear on the initial application

o A Medallion Signature Guarantee, if required (see
"Additional Information on Selling Shares" below)

- A-5 -

Shareholder Manual

METHOD INSTRUCTIONS
--------------------------------------------------------------------------------
MAIL(4) To exchange shares:
(Continued)
You must include the following information or your
request may be returned:

o The Fund names

o The Fund account numbers

o The dollar amount or number of shares

o The signatures of all authorized signers exactly as
they appear on the initial application
--------------------------------------------------------------------------------
ONLINE(1),(3),(4) Current shareholders may buy, sell, and exchange shares
online 24 hours a day by following these steps:

Online you may: o Visit www.domini.com.

BUY o Click the "Account Access" button.
SELL
EXCHANGE o Enter your Social Security number and Personal
Identification Number (PIN) in the appropriate
fields.

o The "Account List" will provide you with an overview
of your accounts and transaction processing options.

o Online help is available at each screen.
--------------------------------------------------------------------------------
PHONE (1),(2),(3),(4) Automated:

By Phone you may: Current shareholders may buy, sell, and exchange shares
using our automated Celephone account access system 24
BUY hours a day by following these steps:
SELL
EXCHANGE o Dial 1-800-582-6757.

o Select "1" for automated account access.

o Select "1" again for account information.

o Enter your account number followed by the pound
sign (#).

o Enter your Personal Identification Number (PIN).

o Press "2" to process a transaction.

o At any time you may press "8" to return to the
previous menu or "9" to return to the main menu.

Shareholder Services:

Current shareholders may buy, sell, and exchange shares
by calling 1-800-582-6757, business days, 9 am - 5 pm,
Eastern Time, by following these steps:

o Dial 1-800-582-6757.

o Select "2" to speak with a Shareholder Services
representative.
--------------------------------------------------------------------------------

- A-6 -

Shareholder Manual

METHOD INSTRUCTIONS
--------------------------------------------------------------------------------
BANK WIRE(4) To buy shares:

By Bank Wire you may: For your initial investment, complete an Account
Application and mail it to Domini Funds at the address
shown above for purchasing shares by mail.

BUY New accounts, call 1-800-582-6757 to obtain an account
SELL number before wiring funds.

You must include the following information in your wire
transfer or your money may be returned uninvested:

o Bank: PNC Bank

o ABA: 031000053

o Acct Name: Domini Social Investments

o Acct #: 86-0690-5468

o FBO: Fund Name, Account Name, and Account
Number at Domini Funds

To sell shares:

You may request receipt of redemption proceeds by wire
online, in writing, or by speaking with a Shareholder
Services representative at 1-800-582-6757.

To establish wire redemption privileges on a new
account, fill out the appropriate area on the Account
Application and attach a voided check.

If you would like to establish wire redemption
privileges on an existing account, you must submit a
written request that contains the following information:

o Bank name and address

o ABA/routing number

o Account name and number

o Account type (checking, money market, or savings)

A Medallion Signature Guarantee must be included on the
letter (see "Additional Information on Selling Shares"
below). There is a $10 wire transfer fee (deducted
directly from sale proceeds) and a $1,000 minimum wire
amount. The wire transfer fee and the minimum wire
amount may be waived for certain individuals and
institutions at the Manager's discretion.
--------------------------------------------------------------------------------

1 First-time users will need to call 1-800-582-6757, business days, 9 am - 5
pm, Eastern Time, to obtain a PIN and to set up ACH (Automated Clearing
House) privileges, which are necessary to use this service.

2 Neither the Fund nor its transfer agent or distributor will be liable for
any loss, liability, cost, or expense for acting on telephone instructions
believed to be genuine. The Fund will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. Please
contact the Fund if you wish to suspend telephone redemption privileges.

3 Current shareholders may place ACH transactions online or through the
automated telephone account access system. Your ACH transaction will be
considered in good order on the date the payment for shares is received by
the Fund if received by 4 pm. This may take up to 48 hours.

- A-7 -

Shareholder Manual

4 Redemptions or exchanges of shares made less than 90 days after settlement
of purchase or acquisition through exchange will be subject to a redemption
fee equal to 2% of the amount redeemed or exchanged, subject to certain
exceptions. The redemption fee will be deducted from your proceeds and
returned to the Fund. If you acquired shares on different days, the "first
in, first out" (FIFO) method is used to determine the holding period. This
means that the shares you held the longest will be redeemed or exchanged
first for purposes of determining whether the redemption fee applies. This
fee ensures that portfolio trading costs are borne by investors making the
transaction and not by shareholders remaining in the Fund. Please see
"Market Timing and Redemption Fee" below for additional information.

You may exchange all or a portion of your Fund shares into shares of the same
class of any other available Domini Fund. You may also deposit redemption
proceeds into the Domini Money Market Account.(R)

--------------------------------------------------------------------------------
DOMINI MONEY MARKET ACCOUNT(R)

The Domini Money Market Account (DMMA) offered through ShoreBank is an
FDIC-insured (up to certain limits) interest-bearing account with direct
community development benefits. You may open and maintain a DMMA at no charge,
and take advantage of free check-writing (with a $500 minimum per check) and
easy transfers by telephone to and from your Domini Fund account. A DMMA
investment is subject to certain terms and conditions. Please call
1-800-582-6757 or visit www.domini.com for more information. The rate of
return for the DMMA will vary. The Domini Funds are not insured by the FDIC.
--------------------------------------------------------------------------------

For more information on transferring assets from another mutual fund family,
please call 1-800-582-6757.

- A-8 -

Shareholder Manual

Automatic Transaction Plans

Automatic transaction plans are available for your convenience to purchase or
to sell shares at specified intervals without having to manually initiate each
transaction.

AUTOMATIC INVESTMENT PLAN

Our Automatic Investment Plan allows you to have specified amounts
automatically deducted from your bank account or Domini Money Market Account
and invested in the Fund in monthly, quarterly, semi-annual, or annual
intervals. This service can be established for your account at any time. Call
1-800-582-6757 for more information.

This service may take up to four weeks to begin. Also, due to the varying
amounts of money at regular procedures to prepare, process, and forward the bank
withdrawal information to intervals (monthly, quarterly, the Fund, there may be
periodic delays in posting the funds to your account. and so on) over a long
period

SYSTEMATIC WITHDRAWAL PLAN

If you own shares of the Fund with an aggregate value of $10,000 or more, you
averaging is that an investor may establish a Systematic Withdrawal Plan under
which shares will be sold, at buys more shares at lower net asset value, in the
amount and for the periods specified (minimum $100 per prices, and fewer shares
at payment). Shares redeemed under the plan will not be subject to a redemption
higher prices. As a result, an fee (if applicable). investor ends up paying an

There is no charge to participate in the Systematic Withdrawal Plan. Call
1-800-582-6757 for more information.

--------------------------------------------------------------------------------

THE ADVANTAGE OF DOLLAR-COST AVERAGING

One thing is certain: Markets fluctuate. Even experienced investors often find
it impossible to accurately time a market, and to "buy low and sell high."

Dollar-cost averaging is an investment strategy designed to avoid the pitfalls
of market timing by investing equal amounts of money at regular intervals
(monthly, quarterly, and so on) over a long period of time.

The advantage of dollar-cost averaging is that an investor buys more shares at
lower prices, and fewer shares at higher prices. As a result, an investor ends
up paying an average price per share over a period of time.

The key to dollar-cost averaging is to stick with it for the long term, through
periods of rising and falling markets. Of course, no strategy can guarantee a
profit, or protect your investment from losses. Strictly adhering to a long-term
dollar-cost averaging strategy, however, is a good way to avoid the mistake of
investing all of your money when the market is high.

To facilitate dollar-cost averaging you may purchase Fund shares at regular
intervals through the Fund's Automatic Investment Plan.

- A-9 -

Shareholder Manual

Additional Information on Selling Shares

SIGNATURE GUARANTEES

You are required to obtain a Medallion Signature Guarantee from a participating
institution for any of the following:

o Sales (redemptions) exceeding $100,000

o Written sales requests, regardless of amount, made within 30 days following
any changes in account registration

o Redemptions made to a third party or to an address other than the address
for which the account is registered (unless already established on your
account)

The following types of institutions may participate in the Medallion Signature
Guarantee program:

o Banks

o Savings institutions

o Credit unions

o Broker-dealers

o Other guarantors acceptable to the Fund and its transfer agent

The Fund and its transfer agent cannot accept guarantees from notaries public or
organizations that do not provide reimbursement in the case of fraud. There are
different Medallion limits based on the amount of money being redeemed. Please
ensure you obtain the proper Medallion. The Fund or its transfer agent may, at
its option, request further documentation or waive certain documentation
requirements prior to accepting requests for redemptions.

UNUSUAL CIRCUMSTANCES

The Fund reserves the right to revise or terminate the telephone or the online
redemption privilege at any time, without notice. In the event that the Fund
suspends telephone or online redemption privileges, or if you have difficulty
getting through on the phone or on the internet, you will still be able to
redeem your shares through the other methods listed above.

- A-10 -

Shareholder Manual

The Fund may postpone payment of redemption proceeds under either of these
circumstances:

o During any period in which the New York Stock Exchange is closed or in which
trading is restricted

o If the SEC determines that an emergency exists

LARGE REDEMPTIONS

It is important that you call the Fund before you redeem any amount in excess of
$500,000. We must consider the interests of all Fund shareholders and so reserve
the right to delay delivery of your redemption proceeds -- up to 7 days -- if
the amount to be redeemed will disrupt the Fund's operation or performance.

The Fund reserves the right to pay part or all of the redemption proceeds in
kind, i.e., in securities, rather than cash. If payment is made in kind, you may
incur brokerage commissions if you elect to sell the securities for cash.

In an effort to protect the Fund from the possible adverse effects of a
substantial redemption in a large account, as a matter of general policy no
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to purchase in excess of 5% of the
outstanding shares of the Fund, except upon approval of the Manager.

MARKET TIMING AND REDEMPTION FEE

The Fund is a long-term investment. Market timers, who buy and sell rapidly in
the hopes of making a short-term profit, drive up costs for all other
shareholders, including long-term shareholders who do not generate these costs.
Market timers can disrupt portfolio investment strategies, for example by
causing a portfolio manager to sell securities to meet a redemption request when
the manager might otherwise have continued to hold the securities, and may
increase the Fund's transaction costs, such as brokerage expenses. DO NOT INVEST
WITH THE FUND IF YOU ARE A MARKET TIMER.

The Board of Trustees has approved a redemption fee to discourage the Fund from
being used as a vehicle for frequent short-term shareholder trading. The Fund
will deduct a redemption fee of 2% from any redemption or exchange proceeds if
you sell or exchange shares after holding them less than 90 days. The redemption
fee will be deducted from your redemption or exchange proceeds and returned to
the Fund. If you acquired shares on different days, the "first in, first out"
(FIFO) method is used to determine the holding period. This means that the
shares you hold the longest will be redeemed or exchanged first for purposes of
determining whether the redemption fee applies.

The redemption fee is not imposed on:

o Shares acquired as a result of reinvestment of dividends or distributions

o Shares purchased, exchanged, or redeemed by means of a preapproved Automatic
Investment Plan or Systematic Withdrawal Plan arrangement

o Shares redeemed or exchanged by omnibus accounts maintained by
intermediaries that do not have the systematic capability to process the
redemption fee

o Shares redeemed or exchanged through certain qualified retirement plans that
do not have the systematic capability to process the redemption fee

- A-11 -

o Shares redeemed following the death of a shareholder

o Shares redeemed on the initiation of the Fund (e.g., for failure to meet
account minimums)

The Fund's Board of Trustees has also approved methods for the fair valuation of
securities held in the Fund's portfolio in an effort to deter market timing
activities. Please see "How the Price of Your Shares is Determined -- How is the
value of securities held by the Fund determined?" for more information.

In addition, the Fund's Board of Trustees has adopted policies and procedures
that are designed to discourage and detect excessive trading and market timing
activities. These policies and procedures provide that Domini reviews
transactions in excess of specific limits each day in order to monitor trading
activity. If Domini suspects a pattern of market timing, we reject the
transaction, close the account, and/or suspend or terminate the broker if
possible to prevent any future activity. The Fund does not maintain any
arrangements to permit excessive trading or market timing activities.

Omnibus account arrangements permit financial intermediaries such as brokers and
retirement plan administrators to aggregate their clients' transactions. In
these circumstances, the Fund does not know the identity of the shareholders in
the omnibus account and must rely on systems of the financial intermediary or
retirement plan to charge the redemption fee. In addition, the Fund may not be
able to review transactions of any particular investor if that investor holds
Fund shares through an omnibus account. The Fund encourages intermediaries that
maintain omnibus accounts and retirement plan administrators to develop systems
to impose mutual fund redemption fees and improve transparency. Because the Fund
may not be able to detect all instances of market timing, particularly in
omnibus accounts, there is no guarantee that the Fund will be able to deter or
eliminate market timing or excessive trading of Fund shares.

---------------------------------------------------------------

IMPORTANT: Once a redemption order is placed, the
transaction CANNOT be cancelled by the shareholder.

---------------------------------------------------------------

- A-12 -

Shareholder Manual

How the Price of Your Shares
Is Determined

The price of your shares is the net asset value (NAV) per share of the Fund next
determined after receipt of your request in good order. The net asset value per
share of the Fund is determined at the close of regular trading on the New York
Stock Exchange, normally 4 pm, Eastern Time, on each day the Exchange is open
for trading. This calculation is made by deducting the amount of the Fund's
liabilities (debts) from the value of its assets, and dividing the difference by
the number of outstanding shares of the Fund.

--------------------------------------------------------------------------------
Total Assets - Total Liabilities
Net Asset Value (NAV) per Share = --------------------------------
Number of Shares Outstanding
--------------------------------------------------------------------------------

To calculate the value of your investment, simply multiply the NAV per share by
the number of shares of the Fund you own.

HOW CAN I FIND OUT THE NAV OF MY SHARES?

You may obtain the NAV for your shares 24 hours a day ONLINE at www.domini.com
or BY PHONE by calling 1-800-582-6757 from a touch-tone phone and accessing our
automated telephone system.

QUARTERLY STATEMENTS: You will also receive this information quarterly, on your
account statement.

HOW DO YOU DETERMINE WHAT PRICE I WILL GET
WHEN I BUY SHARES?

If your order is received by the Fund by 4 pm, Eastern Time, in good order, the
price you will receive will be the NAV per share determined at the end of that
day. For current shareholders who place ACH transactions online or through the
automated telephone account access system, please note that your ACH transaction
will be considered in good order on the date the payment for shares is received
by the Fund. This may take up to 48 hours.

The Fund may stop offering its shares for sale at any time and may reject any
order for the purchase of its shares.

HOW DO YOU DETERMINE WHAT PRICE I WILL GET
WHEN I SELL SHARES?

When you sell shares, you will receive the next share price that is calculated
after your sale request is received by the Fund in good order. See "What Is
`Good Order'?" on page [A-3] of this prospectus. Please note that redemption
requests received after the share price has been calculated for the Fund,
normally 4 pm, Eastern Time, will be processed at the share price that is
calculated by the Fund on the next business day the Fund's share price is
calculated.

The Fund will normally pay for the shares on the next day the New York Stock
Exchange is open for trading, but in any event within 7 days. Sales of shares
made less than 90 days after settlement of a purchase or acquisition through
exchange will be subject to an early redemption

- A-13 -

fee, with certain exceptions. (See "Additional Information on Selling Shares --
Market Timing and Redemption Fee" above for more information.) If you purchased
the shares you are selling by check, the Fund may delay the payment of the
redemption proceeds until the check has cleared, which may take up to 8 business
days from the purchase date. The Fund may pay by check or, if you have completed
the appropriate box on the Account Application, by wire transfer.

Access to the automated telephone system and online processing may be limited
during periods of peak demand, market volatility, system upgrades or
maintenance, or for other reasons.

HOW IS THE VALUE OF SECURITIES HELD BY THE FUND
DETERMINED?
The Fund typically uses market prices to value securities. However, when a
market price is not available, or when the Fund has reason to believe that the
price does not represent market realities, the Fund will value securities
instead by using methods approved by the Fund's Board of Trustees. When the Fund
uses fair value pricing, the Fund's value for a security may be different from
quoted market values.

Because the Fund invests primarily in the stocks of companies based in Europe,
it is expected that there may be circumstances in which the Fund will use fair
value pricing -- for example, when significant events which may have an impact
on the market price of securities occur after the local closing time of a
European exchange but prior to the time the Fund calculates its NAV.

Please note that the Fund holds securities that are primarily listed on foreign
exchanges that may trade on weekends or other days when the Fund does not price
its shares. Therefore, the value of the securities held by the Fund may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

Each short-term obligation (with a remaining maturity of less than 60 days) is
valued at amortized cost, which constitutes fair value as determined by the
Board of Trustees.

Fund Statements and Reports

HOUSEHOLDING

To keep the Fund's costs as low as possible, and to conserve paper usage, where
practical we attempt to eliminate duplicate mailings to the same address. When
we find that two or more Fund shareholders have the same last name and address,
rather than send a separate report to each shareholder, we will send just one
report to that address. If your household is receiving separate mailings that
you feel are unnecessary, or if you want us to send separate statements, notify
our Shareholder Services department at 1-800-582-6757.

CONFIRMATION STATEMENTS

Statements confirming the trade date and the amount of your transaction are sent
each time you buy, sell, or exchange shares. Confirmation statements are not
sent for reinvested dividends or for purchases made through automatic investment
plans. Always verify your transactions by reviewing your confirmation statement
carefully for accuracy. Please report any discrepancies promptly to our
Shareholder Services department at 1-800-582-6757.

- A-14 -

FUND FINANCIAL REPORTS

The Fund's Annual Report is mailed in September, and the Fund's Semi-Annual
Report is mailed in March. These reports include information about the Fund's
performance, as well as a complete listing of the Fund's holdings. You may
choose to receive these reports by email rather than hard copy by signing up for
e-delivery at www.domini.com. The Fund's most recent reports will be available
online at www.domini.com. The Fund is newly created and has not yet issued any
Annual or Semi-Annual Reports.

TAX STATEMENTS

Each year we will send you a statement reporting the previous year's dividend
and capital gains distributions, proceeds from the sale of shares, and
distributions from IRAs or other retirement accounts as required by the IRS.
These are generally mailed in January.

Dividends and Capital Gains

The Fund pays to its shareholders substantially all of its net income in the
form of dividends. Dividends from net income (excluding capital gains), if any,
are typically paid by the Fund semi-annually (usually in June and December). Any
capital gain dividends are distributed annually in December.

You may elect to receive dividends either by check or in additional shares.
Unless you choose to receive your dividends by check, all dividends will be
reinvested in additional shares. In either case, dividends are normally taxable
to you in the manner described below.

Taxes

This discussion of taxes is for general information only. You should consult
your own tax adviser about your particular situation and the status of your
account under state and local laws.

- A-15 -

Shareholder Manual

TAXABILITY OF DIVIDENDS

Each year the Fund will mail you a report of your dividends for the prior year
and how they are treated for federal tax purposes. You will normally have to pay
federal income taxes on the dividends you receive from the Fund, whether you
take the dividends in cash or reinvest them in additional shares. Noncorporate
shareholders will be taxed at reduced rates on distributions designated by the
Fund as "qualified dividend income." Dividends designated by the Fund as capital
gain dividends are taxable as long-term capital gains. Other dividends are
generally taxable as ordinary income. Some dividends paid in January may be
taxable to you as if they had been paid the previous December.

BUYING A DIVIDEND

Dividends paid by the Fund will reduce the Fund's net asset value per share. As
a result, if you buy shares just before the Fund pays a dividend, you may pay
the full price for the shares and then effectively receive a portion of the
purchase price back as a dividend on which you may need to pay tax.

TAXABILITY OF TRANSACTIONS

Any time you sell or exchange shares held in a nonretirement account, it is
considered a taxable event for you. Depending on the purchase price and the sale
price of the shares you sell or exchange, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transactions.

--------------------------------------------------------------------------------
IMPORTANT: By law, you must certify that the Social Security or taxpayer
identification number you provide the Fund is correct and that you are not
otherwise subject to backup withholding for failing to report income to
the IRS. The Fund may be required to withhold (and pay over to the IRS for
your credit) taxes, at the rate of 28%, from certain distributions and
proceeds it pays you if you fail to provide this information or otherwise
violate IRS regulations.
--------------------------------------------------------------------------------

- A-16 -

Shareholder Manual

Anti-Money Laundering

As part of our required anti-money laundering program, we may ask you to provide
various identification documents or other information when you open or make
certain significant changes to your account. Until you provide the information
or documents required, you may not be able to open an account or effect
additional transactions.

Rights Reserved by the Fund

The Fund and its agents reserve the following rights:

o To waive or change investment minimums

o To refuse any purchase or exchange order

o To stop selling shares at any time

o To change, revoke, or suspend the exchange privilege ]

o To suspend telephone or online transactions

o To cancel any purchase or exchange order (including, but not limited to,
orders that involve, in the Manager's opinion, excessive trading, market
timing, fraud, or 5% ownership) upon notice to the shareholder

o To change the terms and conditions of the Systematic Withdrawal Plan

o To implement additional policies designed to prevent excessive trading

o To adopt policies requiring redemption of shares in certain circumstances

o To freeze any account and suspend account services when notice has been
received of a dispute between the registered or beneficial account owners or
there is a reason to believe a fraudulent transaction may occur

o To otherwise modify the conditions of purchase and any services at any time

o To act on instructions believed to be genuine

o To notify shareholders and redeem accounts (other than retirement and
Automatic Investment Plan accounts) with a value of less than $1,500

These actions will be taken when, in the sole discretion of management, they are
deemed to be in the best interest of the Fund.

- A-17 -

Financial Highlights

The Fund is newly created and has not yet issued financial highlights.

Domini Social Investments,(R) Domini Money Market Account,(R) The Way You Invest
Matters,(R) and domini.com(R) are registered service marks of Domini Social
Investments LLC.

FOR ADDITIONAL INFORMATION

ANNUAL AND SEMI-ANNUAL REPORTS

Additional information about the Fund's investments will be available in the
Fund's Annual and Semi-Annual Reports to shareholders. These reports will
include a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year or the
last six months, as applicable, as well as a complete listing of the Fund's
holdings. They will be available by mail from Domini Social Investments, or
online at www.domini.com. The Fund is newly created and has not yet issued any
Annual or Semi-Annual Reports.

STATEMENT OF ADDITIONAL INFORMATION
The Fund's Statement of Additional Information contains more detailed
information about the Fund and its management and operations. The Statement of
Additional Information is incorporated by reference into this prospectus and is
legally part of it. It is available by mail from Domini Social Investments, or
online at www.domini.com.

PROXY VOTING AND SOCIALLY RESPONSIBLE INVESTING
Visit www.domini.com for more complete information about Domini Social
Investments' proxy voting policies and procedures, and to learn more about
socially responsible investing.

CONTACT DOMINI
To make inquiries about the Fund or obtain copies of any of the above free of
charge, call 1-800-582-6757 or write to:

Domini Social Investments
P.O. Box 9785
Providence, RI 02940-9785

SECURITIES AND EXCHANGE COMMISSION
Information about the Fund (including the Statement of Additional Information)
is available on the EDGAR database on the SEC's website, www.sec.gov. Copies may
be obtained upon payment of a duplicating fee by electronic request at the
following email address: publicinfo@sec.gov, or by writing the Public Reference
Section of the SEC, Washington, DC 20549-0102. You may also visit the SEC's
Public Reference Room in Washington, D.C. For more information about the Public
Reference Room you may call the SEC at 1-202-942-8090.

File No. 811-5823