485BPOS

    As filed with the Securities and Exchange Commission on August 29, 2005.

                                                      Registration Nos. 33-29180
                                                                        811-5823

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         POST-EFFECTIVE AMENDMENT NO. 28

                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                AMENDMENT NO. 30

                         DOMINI SOCIAL INVESTMENT TRUST
               (Exact Name of Registrant as Specified in Charter)

                536 Broadway, 7th 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, 7th Floor
                            New York, New York 10012
                     (Name and Address of Agent for Service)

                                    Copy To:
                              Roger P. Joseph, Esq.
                              Bingham McCutchen LLP
                               150 Federal Street
                           Boston, Massachusetts 02110



It is proposed that this filing will become effective on September 1, 2005,
pursuant to paragraph (b) of Rule 485.

*This filing relates to shares of the Trust's series Domini European Social
Equity Fund.

Domini Social Trust has also executed this registration statement.

Table of Contents 

				The Fund at a Glance
	2			Investment Objective
	2			Primary Investment Strategies
	3			Primary Risks
	5			Past Performance
	5			Fees and Expenses
				More About the Fund
	7			Socially Responsible Investing
	10			Additional Investment Strategies, Risk, and Portfolio Holdings Information
	13			Who Manages the Fund?
	15			The Fund's Distribution Plan
	A-1			Shareholder Manual
				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.
	B-1			Financial Highlights
	Back Cover			For Additional Information

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. 

Primary Investment Strategies 

The Domini European Social Equity Fund (the Fund) invests primarily in stocks of European companies that meet a comprehensive set of social and environmental standards as applied by Domini Social Investments LLC (Domini or the Manager). 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, strategies, and policies as the Fund. For more information, please refer to "More About the Fund — Additional Investment Strategies, Risk, and Portfolio Holdings Information." 

The Fund may invest in companies of any capitalization but under normal market conditions will invest primarily in mid- to large-capitalization companies. A company will be considered to be a mid- to large- capitalization company if its capitalization is within the range of the capitalizations of the companies included in the MSCI Europe Index at the time of purchase. As of July 31, 2005, the capitalizations of the companies in the MSCI Europe Index ranged from approximately $507 million to $234 billion. There is no requirement that every security that passes 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 may invest in securities of both developed and emerging market countries. 

The Fund has a nonfundamental 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 policy, 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). For purposes of this policy, European countries include those countries represented by companies in the MSCI All Country  

2

Europe Index. 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 the operation of 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. 

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 

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. 

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. 

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.  

Domini European Social Equity Fund — The Fund at a Glance  3

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. 

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. 

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. 

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. 

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. 

Sector Concentration Risk. Although the Fund expects to diversify its investments among different sectors, it may hold a large number of securities in a single sector (e.g., financials). If the Fund holds a large number of securities in a single sector, its performance will be tied closely to and affected by the performance of that sector. 

Emerging Markets Risk. The securities markets of Eastern European and other emerging countries are less liquid, are 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 emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries. 

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  

4  Domini European Social Equity Fund — The Fund at a Glance

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. 

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:					1.00	%
	Distribution (12b-1) Fees:					0.25	%
	Other Expenses***:					0.89	%
	Total Annual Fund Operating Expenses:					2.14	%
	Fee Waiver‡:					0.54	%
	Net Expenses:					1.60	%

* 

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 60 days after settlement of purchase or acquisition through exchange, with certain exceptions. 

*** 

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

† 

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 September 30, 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. 

Domini European Social Equity Fund — The Fund at a Glance  5

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 as follows: 

	1 Year			3 Years
	$163*			$618

* 

For redemptions less than 60 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. 

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 Advisor: Domini Social Investments LLC 

Commencement of Operations: October 3, 2005 

Dividends: Distributed semi-annually, usually in June and December 

Capital Gains: Distributed annually, usually in December 

CUSIP Number: 257132506 

Website:www.domini.com 

Shareholder Services: 1-800-582-6757 

6  Domini European Social Equity Fund — The Fund at a Glance

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 meet the social and environmental standards of the Manager must then meet the 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. 

7

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. 

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 the operation of 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: 

• 

Corporate Governance 

• 

Community and Corporate Citizenship 

• 

Employee Relations and Diversity 

• 

Environment and Sustainability 

• 

Labor and Other Human Rights 

• 

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. 

8  Domini European Social Equity Fund — More About the Fund

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. 

Domini European Social Equity Fund — More About the Fund  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 indexes), foreign currencies, interest rates, or inflation indexes. 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 techniques, which are incidental to the Fund's primary strategy, permit the Fund to gain exposure to a particular security, group of securities, currency, interest rate, or index, and thereby have the potential for the Fund to earn returns that are similar to those that 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  

10  Domini European Social Equity Fund — More About the Fund

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 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 Manager 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 a submanager to submanage 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% to 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  

Domini European Social Equity Fund — More About the Fund  11

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. 

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. 

12  Domini European Social Equity Fund — More About the Fund

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 had more than $1.8 billion in assets under management 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 social investment research team at Domini comprises Steven Lydenberg, Jeff MacDonagh, and Kimberly Gladman. 

Steven Lydenberg, CFA, is chief investment officer of Domini and vice president of the Domini Funds. His responsibilities as chief investment officer include development and oversight of Domini's social investment policies and standards. 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 Index^SM 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 and is responsible for oversight of the research team and its processes. 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 a degree 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  

Domini European Social Equity Fund — More About the Fund  13

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. 

Investment Submanager 

Wellington Management Company, LLP (Wellington Management 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 Management had approximately $484 billion in assets under management as of June 30, 2005, including $261.4 billion in assets for which Wellington Management acts as a submanager. 

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, a vice president of Wellington Management, is the portfolio manager responsible for the management of the Fund. Doris T. Dwyer, a vice president of Wellington Management, provides portfolio management and securities analysis services to the Fund. Ms. Han joined the firm as an investment professional in 1990. Ms. Han has served as a quantitative research analyst since 1996 and began serving as a portfolio manager in 2005. Ms. Dwyer joined the firm 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 will 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. 

14  Domini European Social Equity Fund — More About the Fund

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. 

These fees may be used to make payments to the Fund's distributor and to broker-dealers, financial intermediaries, financial institutions, or others as compensation for the sale of Fund shares, and to make payments for advertising, marketing, or other promotional activity, and for providing personal service or the maintenance of shareholder accounts. 

The Fund's distributor and/or its affiliates may also make payments for shareholder servicing activities out of their past profits and other available sources. The amount of these payments is determined by the distributor and may be substantial. The Manager or an affiliate may make similar payments under similar arrangements. These payments may be referred to as "revenue sharing payments." The recipients of such payments may include the Fund's distributor and other affiliates of the Manager, broker-dealers, financial institutions, and other financial intermediaries through which investors may purchase shares of the Fund. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of the Fund to you. Please contact your financial advisor for details about the revenue sharing payments it may receive. 

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. 

Domini European Social Equity Fund — More About the Fund  15

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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			A-3
	Types of Accounts			A-4
	Buying, Selling, and Exchanging Shares			A-5
	Automatic Transaction Plans			A-9
	Additional Information on Selling Shares			A-10
	How the Price of Your Shares Is Determined			A-13
	How can I find out the NAV of my shares?			A-13
	How do you determine what price I will get when I buy shares?			A-13
	How do you determine what price I will get when I sell shares?			A-13
	How is the value of securities held by the Fund determined?			A-14
	Fund Statements and Reports			A-15
	Dividends and Capital Gains			A-15
	Taxes			A-16
	Anti-Money Laundering			A-17
	Rights Reserved by the Fund			A-17

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: 

• 

Investing in the Fund 

• 

Your account 

• 

The daily share price of your shares 

• 

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. 

A-1

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. 

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. 

A-2  Domini European Social Equity Fund — 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: 

• 

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

• 

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

• 

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

• 

$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: 

• 

$50 for accounts using our Automatic Investment Plan 

• 

$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. 

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: 

• 

The Fund name 

• 

The account number 

• 

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 

• 

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

• 

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

• 

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

• 

Any supporting legal documentation that may be required 

Domini European Social Equity Fund — Shareholder Manual  A-3

Types of Accounts 

You may invest in the Fund through the following types of accounts: 

	Individual and Joint Accounts (nonretirement)			Invest as an individual or with one or more people. If you are opening a 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 (IRAs)			You may open an account to fund a traditional IRA or a Roth IRA. There is a $10 annual maintenance fee per shareholder.
	Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) Accounts			These accounts are maintained by a custodian you choose (which may be you) on behalf of a minor. They provide a simple method for giving irrevocable gifts to children without having to establish a formal trust.
	Coverdell Education Savings Accounts (formerly Education IRAs)			These accounts may be established on behalf of any child with a Social Security number and are used to save for higher education expenses. There is a $10 annual maintenance fee per shareholder.
	Employer-Sponsored Retirement Plans			If offered by your employer, you may be able to open an account as part of 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.

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  Domini European Social Equity Fund — 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
	Mail4 By Mail you may:Buy Sell Exchange	Domini Funds P.O. Box 9785 Providence, RI 02940-9785 To buy shares:
		•	For your initial investment, complete an Account Application and mail it with your check.
		•	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.
		•	Your check must be made payable to "Domini Funds."
		•	Always include your account number on your check. Note: For our mutual protection, the Fund cannot accept cashier's checks, money orders, checks made payable to third parties, starter checks, or travelers checks.
		•	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:
		•	The Fund name
		•	The Fund account number
		•	The dollar amount or number of shares
		•	The signatures of all authorized signers exactly as they appear on the initial application
		•	A Medallion Signature Guarantee, if required (see "Additional Information on Selling Shares" below)
		To exchange shares:
		You must include the following information or your request may be returned:
		•	The Fund names
		•	The Fund account numbers
		•	The dollar amount or number of shares
		•	The signatures of all authorized signers exactly as they appear on the initial application

Domini European Social Equity Fund — Shareholder Manual  A-5

	METHOD	INSTRUCTIONS
	Online1,3,4 Online you may:Buy Sell Exchange	Current shareholders may buy, sell, and exchange shares online 24 hours a day by following these steps:
		•	Visit www.domini.com.
		•	Click the "Account Access" button.
		•	Enter your Social Security number and Personal Identification Number (PIN) in the appropriate fields.
		•	The "Account List" will provide you with an overview of your accounts and transaction processing options.
		•	Online help is available at each screen.
	Phone 1,2,3,4 By Phone you may: Buy Sell Exchange	Automated: Current shareholders may buy, sell, and exchange shares using our automated telephone account access system 24 hours a day by following these steps:
		•	Dial 1-800-582-6757.
		•	Press "2" for automated account access.
		•	Press "1" again for account information.
		•	Enter your account number followed by the pound sign (#).
		•	Enter your Personal Identification Number (PIN).
		•	Press "2" to process a transaction.
		•	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:
		•	Dial 1-800-582-6757.
		•	Press "2," then press "0" to speak with a Shareholder Services representative.
		Access to the automated telephone system may be limited during periods of peak demand, marker volatility, system upgrades or maintenance, or for other reasons.
	Bank Wire4 By Bank Wire you may: Buy Sell	To buy shares: For your initial investment, complete an Account Application and mail it to Domini Funds at the address shown above for purchasing shares by mail. New accounts, call 1-800-582-6757 to obtain an account number before wiring funds. You must include the following information in your wire transfer or your money may be returned uninvested:
		•	Bank:	PNC Bank
		•	ABA:	031000053
		•	Acct Name:	Domini Social Investments
		•	Acct #:	86-0690-5468
		•	FBO:	Fund Name, Account Name, and Account Number at Domini Funds

A-6  Domini European Social Equity Fund — Shareholder Manual

	METHOD	INSTRUCTIONS
	Bank Wire (Continued)	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:
		•	Bank name and address
		•	ABA/routing number
		•	Account name and number
		•	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. 

(4) 

Redemptions or exchanges of shares made less than 60 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.^® 

Domini European Social Equity Fund — Shareholder Manual  A-7

Domini Money Market Account^® 

 

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  Domini European Social Equity Fund — 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 procedures to prepare, process, and forward the bank withdrawal information to the Fund, there may be periodic delays in posting the funds to your account. 

Systematic Withdrawal Plan 

If you own shares of the Fund with an aggregate value of $10,000 or more, you may establish a Systematic Withdrawal Plan under which shares will be sold, at net asset value, in the amount and for the periods specified (minimum $100 per payment). Shares redeemed under the plan will not be subject to a redemption fee (if applicable). 

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. 

Domini European Social Equity Fund — Shareholder Manual  A-9

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: 

• 

Sales (redemptions) exceeding $100,000 

• 

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

• 

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: 

• 

Banks 

• 

Savings institutions 

• 

Credit unions 

• 

Broker-dealers 

• 

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. 

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

• 

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

• 

If the SEC determines that an emergency exists 

A-10  Domini European Social Equity Fund — Shareholder Manual

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 60 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 the following: 

• 

Shares acquired as a result of reinvestment of dividends or distributions 

• 

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

• 

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

Domini European Social Equity Fund — Shareholder Manual  A-11

• 

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

• 

Shares redeemed following the death of a shareholder 

• 

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

• 

Share redemptions or exchanges of $5,000 or less 

• 

Shares transferred from one class to another class of the same Fund 

• 

Shares redeemed as a result of any changes in account registration 

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  Domini European Social Equity Fund — 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. 

Net Asset Value (NAV) per share = Total Assets - Total Liabilities
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  

Domini European Social Equity Fund — Shareholder Manual  A-13

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 60 days after settlement of a purchase or acquisition through exchange will be subject to an early redemption 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 that 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. 

A-14  Domini European Social Equity Fund — Shareholder Manual

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. 

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. Statements 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. 

Domini European Social Equity Fund — Shareholder Manual  A-15

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 advisor about your particular situation and the status of your account under state and local laws. 

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. If you are otherwise subject to federal income taxes, 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  Domini European Social Equity Fund — 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: 

• 

To waive or change investment minimums 

• 

To refuse any purchase or exchange order 

• 

To stop selling shares at any time 

• 

To change, revoke, or suspend the exchange privilege 

• 

To suspend telephone or online transactions 

• 

To reject 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 

• 

To change the terms and conditions of the Systematic Withdrawal Plan 

• 

To implement additional policies designed to prevent excessive trading 

• 

To adopt policies requiring redemption of shares in certain circumstances 

• 

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 

• 

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

• 

To act on instructions believed to be genuine 

• 

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. 

Domini European Social Equity Fund — Shareholder Manual  A-17

THIS PAGE INTENTIONALLY LEFT BLANK 

Financial Highlights 

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

Domini Social Investments,^® Domini Social Equity Fund,^® Domini Social Bond Fund,^® Domini Money Market Account,^® The Way You Invest Matters,^® The Responsible Index Fund,^® and domini.com^® are registered service marks of Domini Social Investments LLC. 

Investing for Good^SM is a service mark of KLD Research & Analytics, Inc., and is used here by permission. 

B-1

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. 

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 

                       STATEMENT OF ADDITIONAL INFORMATION

<R>
                                September 1, 2005
</R>


                       DOMINI EUROPEAN SOCIAL EQUITY FUND
                   a series of DOMINI SOCIAL INVESTMENT TRUST


TABLE OF CONTENTS                                                          PAGE

<R>
1.   The Fund................................................................ 2

2.   Investment Information.................................................. 2

3.   Determination of Net Asset Value; Valuation of Portfolio Securities;
     Additional Purchase and Sale Information................................26

4.   Management of the Fund and the Master Fund..............................29

5.   Independent Registered Public Accounting Firm...........................45

6.   Taxation................................................................46

7.   Portfolio Transactions and Brokerage Commissions........................49

8.   Description of Shares, Voting Rights, and Liabilities...................50

9.   Financial Statements....................................................53

Appendix A - Proxy Voting Policies and Procedures............................A-1

     This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the Domini
European Social Equity Fund's Prospectus dated September 1, 2005, as amended
from time to time. This Statement of Additional Information should be read in
conjunction with the Prospectus. An investor may obtain copies of the Fund's
Prospectus without charge from Domini Social Investments by calling (800)
582-6757 or online at www.domini.com.
</R>

     This Statement of Additional Information is NOT a prospectus and is
authorized for distribution to prospective investors only if preceded or
accompanied by an effective prospectus and should be read only in conjunction
with such prospectus.




                                      -2-

                                   1. THE FUND

     The Domini European Social Equity Fund (the "Fund") is a no-load,
diversified, open-end management investment company. The Fund is a series of
shares of beneficial interest of Domini Social Investment Trust (the "Trust"),
which was organized as a business trust under the laws of the Commonwealth of
Massachusetts on June 7, 1989, and commenced operations on June 3, 1991. Prior
to January 20, 2000, the name of the Trust was "Domini Social Equity Fund." The
two classes of shares of the Fund are designated Investor Shares and Class R
Shares. This Statement of Additional Information relates to the Investor Shares.
No Class R Shares are outstanding or being offered as of the date of this
Statement of Additional Information.

     The Fund offers to buy back (redeem) its shares from its shareholders at
any time at net asset value. References in this Statement of Additional
Information to the "Prospectus" are to the current Prospectus of the Fund, as
amended or supplemented from time to time.

     Domini Social Investments LLC ("Domini" or the "Manager") is the Fund's
sponsor and supervises the overall administration of the Fund. The Board of
Trustees provides broad supervision over the affairs of the Fund. Shares of the
Fund are continuously sold by DSIL Investment Services LLC, the Fund's
distributor ("DSILD" or the "Distributor"). An investor should obtain from
Domini, and should read in conjunction with the Prospectus, the materials
describing the procedures under which Fund shares may be purchased and redeemed.

<R>
     The Fund seeks to achieve its investment objective by investing all of its
assets in the Domini European Social Equity Trust (the "Master Fund"), a
diversified, open-end management investment company having the same investment
objective as the Fund. The Master Fund is a series of Domini Social Trust. Prior
to August 1, 2005, the Domini Social Trust was named the Domini Social Index
Portfolio. The Master Fund seeks to achieve its investment objective by
investing primarily in stocks of companies based in Europe that meet the Master
Fund's social and environmental standards. Domini is the Master Fund's
investment manager. Domini determines which companies meet the Master Fund's
social and environmental standards. Wellington Management Company, LLP
("Wellington Management" or the "Submanager") is the Master Fund's investment
submanager. Wellington Management manages the investments of the Master Fund
from day-to-day in accordance with the Master Fund's investment objective and
policies. References to the Fund in this Statement of Additional Information
include the Master Fund, unless the context requires otherwise.
</R>

                            2. INVESTMENT INFORMATION

                              INVESTMENT OBJECTIVE

        The 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 investment objective of the Fund may be changed without the
approval of the Fund's shareholders, but not without written notice thereof to
shareholders 30 days prior to implementing the change. If there is a change in
the Fund's investment objective, shareholders of the Fund should consider
whether the Fund remains an appropriate investment in light of their financial
positions and needs. The investment objective of the Master Fund may also be
changed without the approval of investors in the Master Fund, but not without
written notice thereof to the investors in the Master Fund (and notice by the


                                      -3-

Fund to its shareholders) 30 days prior to implementing the change. There can,
of course, be no assurance that the investment objective of the Fund or the
Master Fund will be achieved.

                      INFORMATION CONCERNING FUND STRUCTURE

     Unlike other mutual funds which directly acquire and manage their own
portfolio securities, the Fund seeks to achieve its investment objective by
investing all of its investable assets in the Master Fund, a separate registered
investment company with the same investment objective as the Fund. In addition
to selling a beneficial interest to the Fund, the Master Fund may sell
beneficial interests to other mutual funds or institutional investors. Such
investors will invest in the Master Fund on the same terms and conditions as the
Fund and will bear a proportionate share of the Master Fund's expenses. However,
the other investors investing in the Master Fund are not required to sell their
shares at the same public offering price as the Fund due to variations in sales
commissions and other operating expenses. Investors in the Fund should be aware
that differences in sales commissions and operating expenses may result in
differences in returns experienced by investors in the different funds that
invest in the Master Fund. Such differences in returns are also present in other
mutual fund structures. Information concerning other holders of interests in the
Master Fund is available from the Manager at 212-217-1100.

     Smaller funds investing in the Master Fund may be materially affected by
the actions of larger funds investing in the Master Fund. For example, if a
large fund withdraws from the Master Fund, the remaining funds may experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, the Master Fund may become less diverse, resulting in increased
portfolio risk. This possibility also exists for traditionally structured funds
which have large or institutional investors. Also, funds with a greater pro rata
ownership in the Master Fund could have effective voting control of the
operations of the Master Fund. Subject to exceptions that are not inconsistent
with applicable rules or policies of the Securities and Exchange Commission (the
"SEC"), whenever the Fund is requested to vote on matters pertaining to the
Master Fund, the Fund will hold a meeting of shareholders of the Fund and will
cast all of its votes in the same proportion as the votes of the Fund's
shareholders. Fund shareholders who do not vote will not affect the Fund's votes
at the Master Fund meeting. The percentage of the Fund's votes representing Fund
shareholders not voting will be voted by the Trustees of the Fund in the same
proportion as the Fund shareholders who do, in fact, vote. Certain changes in
the Master Fund's investment objective, policies, or restrictions may require
the Fund to withdraw its interest in the Master Fund. Any such withdrawal could
result in a distribution "in kind" of portfolio securities (as opposed to a cash
distribution) from the Master Fund. If securities are distributed, the Fund
could incur brokerage, tax, or other charges in converting the securities to
cash. In addition, the distribution "in kind" may result in a less diversified
portfolio of investments or adversely affect the liquidity of the Fund.
Notwithstanding the above, there are other potential means for meeting
shareholder redemption requests, such as borrowing.

     The Board of Trustees believes that the aggregate per share expenses of the
Fund and the Master Fund are less than or approximately equal to the expenses
which the Fund would incur if it retained the services of an investment manager
and an investment submanager and invested directly in the types of securities
being held by the Master Fund.

     The Fund may withdraw its investment from the Master Fund at any time if
the Board of Trustees determines that it is in the best interests of the Fund's
shareholders to do so. The Fund may realize taxable income as the result of
receiving a distribution of cash in connection with a withdrawal of its
investment from the Master Fund. In addition, any such withdrawal could result
in a distribution "in kind" of portfolio securities (as opposed to a cash
distribution) from the Master Fund. If securities are distributed, the Fund may
incur brokerage, tax, or other charges in converting the securities to cash. The
Fund may also realize taxable income as the result of receiving an "in kind"
distribution in connection with any such withdrawal or as the result of
contributing securities it receives from the Master Fund to


                                      -4-

another pooled investment entity. Upon any such withdrawal, the Board of
Trustees would consider what action might be taken, including the investment of
all the assets of the Fund in another pooled investment entity having the same
investment objective as the Fund or the retention of an investment adviser to
manage the Fund's assets in accordance with the investment policies described
above with respect to the Master Fund. In the event the Trustees were unable to
find a substitute investment company in which to invest the Fund's assets and
were unable to secure directly the services of an investment manager and
investment submanager, the Trustees would seek to determine the best course of
action.

                               INVESTMENT POLICIES

     The following supplements the information concerning the Fund's investment
policies contained in the Prospectus and should only be read in conjunction
therewith. References to the Master Fund include the Fund, and references to the
Fund include the Master Fund, unless in either case the context otherwise
requires.

FOREIGN SECURITIES AND FOREIGN ISSUERS

     Investing in the securities of foreign issuers involves special
considerations which are not typically associated with investing in the
securities of U.S. issuers. Investments in securities of foreign issuers may
involve risks arising from differences between U.S. and foreign securities
markets, including less volume, much greater price volatility in and illiquidity
of certain foreign securities markets, greater difficulty in determining the
fair value of securities, different trading and settlement practices and less
governmental supervision and regulation, from changes in currency exchange
rates, from high and volatile rates of inflation, from economic, social and
political conditions such as wars, terrorism, civil unrest and uprisings, and
from fluctuating interest rates.

     There may be less publicly-available information about a foreign issuer
than about a U.S. issuer, and foreign issuers may not be subject to the same
accounting, auditing and financial record-keeping standards and requirements as
U.S. issuers. In particular, the assets and profits appearing on the financial
statements of an foreign issuer may not reflect its financial position or
results of operations in the way they would be reflected had the financial
statements been prepared in accordance with U.S. generally accepted accounting
principles. In addition, for an issuer that keeps accounting records in local
currency, inflation accounting rules may require, for both tax and accounting
purposes, that certain assets and liabilities be restated on the issuer's
balance sheet in order to express items in terms of currency of constant
purchasing power. Inflation accounting may indirectly generate losses or
profits. Consequently, financial data may be materially affected by restatements
for inflation and may not accurately reflect the real condition of those issuers
and securities markets. Finally, in the event of a default in any such foreign
obligations, it may be more difficult for the Fund to obtain or enforce a
judgment against the issuers of such obligations.

     Other investment risks include the possible imposition of foreign
withholding taxes on certain amounts of the Fund's income, the possible seizure
or nationalization of foreign assets and the possible establishment of exchange
controls, expropriation, confiscatory taxation, other foreign governmental laws
or restrictions which might affect adversely payments due on securities held by
the Fund, the lack of extensive operating experience of eligible foreign
subcustodians and legal limitations on the ability of the Fund to recover assets
held in custody by a foreign subcustodian in the event of the subcustodian's
bankruptcy.

     In some countries, banks or other financial institutions may constitute a
substantial number of the leading companies or companies with the most actively
traded securities. The 1940 Act limits the Fund's ability to invest in any
equity security of an issuer which, in its most recent fiscal year, derived more
than 15% of its revenues from "securities related activities," as defined by the
rules thereunder. These


                                      -5-

provisions may also restrict the Fund's investments in certain foreign banks and
other financial institutions.

     There generally is less governmental supervision and regulation of
exchanges, brokers and issuers in foreign countries than there is in the United
States. For example, there may be no comparable provisions under certain foreign
laws to insider trading and similar investor protection securities laws that
apply with respect to securities transactions consummated in the United States.
Further, brokerage commissions and other transaction costs on foreign securities
exchanges generally are higher than in the United States.

     Foreign markets have different clearance and settlement procedures, and in
certain markets there have been times when settlements have failed to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Further, satisfactory custodial services for investment securities
may not be available in some countries having smaller, emerging capital markets,
which may result in the Fund incurring additional costs and delays in
transporting such securities outside such countries. Delays in settlement or
other problems could result in periods when assets of the Fund are uninvested
and no return is earned thereon. The inability of the Fund to make intended
security purchases due to settlement problems or the risk of intermediary
counterparty failures could cause the Fund to forego attractive investment
opportunities. The inability to dispose of a portfolio security due to
settlement problems could result either in losses to the Fund due to subsequent
declines in the value of such portfolio security or, if the Fund has entered
into a contract to sell the security, could result in possible liability to the
purchaser.

     Rules adopted under the 1940 Act permit the Fund to maintain its foreign
securities and cash in the custody of certain eligible non-U.S. banks and
securities depositories. Certain banks in foreign countries may not be "eligible
sub-custodians," as defined in the 1940 Act, for the Fund, in which event the
Fund may be precluded from purchasing securities in certain foreign countries in
which it otherwise would invest or which may result in the Fund's incurring
additional costs and delays in providing transportation and custody services for
such securities outside of such countries. The Fund may encounter difficulties
in effecting on a timely basis portfolio transactions with respect to any
securities of issuers held outside their countries. Other banks that are
eligible foreign sub-custodians may be recently organized or otherwise lack
extensive operating experience. In addition, in certain countries there may be
legal restrictions or limitations on the ability of the Fund to recover assets
held in custody by foreign sub-custodians in the event of the bankruptcy of the
sub-custodian.

     Certain of the risks associated with international investments and
investing in smaller capital markets are heightened for investments in emerging
market countries. For example, some of the currencies of emerging market
countries have experienced devaluation relative to the U.S. dollar, and major
adjustments have been made periodically in certain of such currencies. Certain
of such countries face serious exchange constraints. In addition, governments of
many emerging market countries have exercised and continue to exercise
substantial influence over many aspects of the private sector. In certain cases,
the government owns or controls many companies. Accordingly, government actions
in the future could have a significant effect on economic conditions in
developing countries which could affect private sector companies and
consequently, the value of certain securities held in the Fund's portfolio.

     Investment in certain emerging market securities is restricted or
controlled to varying degrees which may at times limit or preclude investment in
certain emerging market securities and increase the costs and expenses of the
Fund. Certain emerging market countries require governmental approval prior to
investments by foreign persons, limit the amount of investment by foreign
persons in a particular issuer, limit the investment by foreign persons only to
a specific class of securities of an issuer that may have less advantageous
rights than other classes, restrict investment opportunities in issuers in
industries deemed important to national interests and/or impose additional taxes
on foreign investors.


                                      -6-

     The manner in which foreign investors may invest in companies in certain
emerging market countries, as well as limitations on such investments, also may
have an adverse impact on the operations of the Fund. For example, the Fund may
be required in some countries to invest initially through a local broker or
other entity and then have the shares purchased re-registered in the name of the
Fund. Re-registration may in some instances not occur on a timely basis,
resulting in a delay during which the Fund may be denied certain of its rights
as an investor.

     Certain emerging market countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors which could adversely affect the Fund. In
addition, if a deterioration occurs in the country's balance of payments, it
could impose temporary restrictions on foreign capital remittances. Investing in
local markets in emerging market countries may require the Fund to adopt special
procedures, seek local government approvals or take other actions, each of which
may involve additional costs to the Fund.

     With respect to investments in certain emerging market countries, different
legal standards may have an adverse impact on the Fund. For example, while the
potential liability of a shareholder in a U.S. corporation with respect to acts
of the corporation is generally limited to the amount of the shareholder's
investment, the notion of limited liability is less clear in certain emerging
market countries. Similarly, the rights of investors in emerging market
companies may be more limited than those of shareholders of U.S. corporations.

     Certain markets are in only the earliest stages of development. There is
also a high concentration of market capitalization and trading volume in a small
number of issuers representing a limited number of industries, as well as a high
concentration of investors and financial intermediaries. Many of such markets
also may be affected by developments with respect to more established markets in
the region. Brokers in emerging market countries typically are fewer in number
and less capitalized than brokers in the United States. These factors, combined
with the U.S. regulatory requirements for open-end investment companies and the
restrictions on foreign investment, result in potentially fewer investment
opportunities for the Fund and may have an adverse impact on the investment
performance of the Fund.

SUPRANATIONAL OBLIGATIONS

     Supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the World Bank, the European Investment Bank, the
European Bank for Reconstruction and Development, the Asian Development Bank and
the Inter-American Development Bank. Supranational issued instruments may be
denominated in multi-national currency units. Obligations of the World Bank and
certain other supranational organizations are supported by subscribed but unpaid
commitments of member countries. There is no assurance that these commitments
will be undertaken or complied with in the future.

DEPOSITORY RECEIPTS

     Securities of foreign issuers may be purchased directly or through
depository receipts, such as American Depository Receipts ("ADRs"), European
Depository Receipts ("EDRs") and Global Depository Receipts ("GDRs") or other
securities representing underlying shares of foreign companies. Generally, ADRs,
in registered form, are designed for use in U.S. securities markets and EDRs and
GDRs, in bearer form, are designed for use in European and global securities
markets. ADRs are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying securities. EDRs and GDRs are European
and global receipts, respectively, evidencing a similar arrangement.


                                      -7-

     ADRs, EDRs and GDRs are issued through "sponsored" or "unsponsored"
arrangements. In a sponsored arrangement, the foreign issuer assumes the
obligation to pay some or all of the depository's transaction fees, whereas
under an unsponsored arrangement, the foreign issuer assumes no obligation and
the depository's transaction fees are paid by the holders. In addition, less
information is generally available in the United States about the issuer of an
unsponsored depository receipt as it is for the issuer of a sponsored depository
receipt.

COMMON STOCK

     Common stocks are shares of a corporation or other entity that entitle the
holder to a pro rata share of the profits of the corporation, if any, without
preference over any other shareholder or class of shareholders, including
holders of the entity's preferred stock and other senior equity. Common stock
usually carries with it the right to vote and frequently an exclusive right to
do so. Common stocks do not represent an obligation of the issuer, and do not
offer the degree of protection of debt securities. The issuance of debt
securities or preferred stock by an issuer will create prior claims which could
adversely affect the rights of holders of common stock with respect to the
assets of the issuer upon liquidation or bankruptcy.

PREFERRED STOCK

     Preferred stocks, like common stocks, represent an equity ownership in an
issuer, but generally have a priority claim over common stocks, but not over
debt, with respect to dividend payments and upon the liquidation or bankruptcy
of the issuer. Therefore, preferred stock is subject to the credit risk of the
issuer, but because of its subordinate position to debt obligations of the
issuer, the deterioration of the credit of an issuer is likely to cause greater
decreases in the value of preferred stock than in more senior debt obligations.
The market value of preferred stocks with no conversion rights and fixed
dividend rates, like fixed income securities, tends to move inversely with
interest rates, with the price determined by the dividend rate. However, because
most preferred stocks do not have a fixed maturity date (although they may have
call features giving the issuer the right to call the securities under certain
circumstances or redemption features giving the holder the right to cause the
issuer to repurchase the securities under certain circumstances), these
securities generally will fluctuate more in value when interest rates change
than, for example, debt issued by the same issuer. Some preferred stocks may pay
dividends at an adjustable rate, based on an auction, an index or other formula.
In the absence of credit deterioration, adjustable rate preferred stocks tend to
have less price volatility than fixed rate preferred stocks.

     Unlike common stocks, preferred stocks do not typically have voting rights.
Some preferred stocks have convertible features.

CONVERTIBLE SECURITIES

     Convertible securities are typically preferred stock or bonds that are
convertible into common stock at a specified price or conversion ratio. Because
they have the characteristics of both fixed-income securities and common stock,
convertible securities are sometimes called "hybrid" securities. Convertible
bonds, debentures and notes are debt obligations offering a stated interest
rate; convertible preferred stocks are senior securities of a company offering a
stated dividend rate. Convertible securities will at times be priced in the
market like other fixed income securities - that is, their prices will tend to
rise when interest rates decline and will tend to fall when interest rates rise.
However, because a convertible security provides an option to the holder to
exchange the security for either a specified number of the issuer's common
shares at a stated price per share or the cash value of such common shares, the
security market price will tend to fluctuate in relationship to the price of the
common shares into which it is convertible. Thus, convertible securities will
ordinarily provide opportunities for producing both current income and
longer-term capital appreciation. Because convertible securities are usually
viewed by the


                                      -8-

issuer as future common stock, they are generally subordinated to other senior
securities and therefore are rated one category lower than the issuer's
non-convertible debt obligations or preferred stock.

SMALLER MARKET CAPITALIZATION COMPANIES

     Investments in companies with smaller market capitalizations, including
companies generally considered to be small cap issuers and medium sized
companies, may involve greater risks and volatility than investments in larger
companies. Companies with smaller market capitalizations may be at an earlier
stage of development, may be subject to greater business risks, may have limited
product lines, limited financial resources and less depth in management than
more established companies. In addition, these companies may have difficulty
withstanding competition from larger more established companies in their
industries. The securities of companies with smaller market capitalizations may
be thinly traded (and therefore have to be sold at a discount from current
market prices or sold in small lots over an extended period of time), may be
followed by fewer investment research analysts and may be subject to wider price
swings and thus may create a greater chance of loss than investing in securities
of larger capitalization companies. In addition, transaction costs in smaller
capitalization stocks may be higher than those of larger capitalization
companies.

WARRANTS

     Warrants are securities which permit, but do not obligate, their holder to
subscribe for other securities. Warrants are subject to the same market risks as
stocks, but may be more volatile in price. Warrants do not carry the right to
dividends or voting rights with respect to their underlying securities, and they
do not represent any rights in assets of the issuer. An investment in warrants
may be considered speculative. In addition, the value of a warrant does not
necessarily change with the value of the underlying securities and a warrant
ceases to have value if it is not exercised prior to its expiration date.

LOANS OF SECURITIES

     Consistent with applicable regulatory policies, including those of the
Board of Governors of the Federal Reserve System and the SEC, the Fund may make
loans of its securities to brokers, dealers, or other financial institutions,
provided that (a) the loan is secured continuously by collateral, consisting of
securities, cash, or cash equivalents, which is marked to market daily to ensure
that each loan is fully collateralized at all times, (b) the Fund may at any
time call the loan and obtain the return of the securities loaned within three
business days, (c) the Fund will receive any interest or dividends paid on the
securities loaned, and (d) the aggregate market value of securities loaned will
not at any time exceed 30% of the total assets of the Fund.

     The Fund 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 Fund 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 Fund, Domini, or the
Submanager.

SHORT SALES

     Short sales of securities are transactions in which the Fund sells a
security it does not own in anticipation of a decline in the market value of the
security. To complete such a transaction, the Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security


                                      -9-

borrowed by purchasing it at the market price at or prior to the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by the Fund. Until the security is replaced, the Fund is
required to replay the lender any dividends or interest paid during the period
of the loan. To borrow the security, the Fund also may be required to pay a
premium, which would increase the cost of the security sold short. A portion of
the net proceeds of the short sale may be retained by the broker (or by the
Fund's custodian in a special custody account) to the extent necessary to meet
margin sales. The Fund will incur a loss as a result of the short sale if the
price of the security increases between the date of the short sale and the date
on which the Fund replaces the borrowed security. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of premiums,
dividends, interest or expenses the fund may be required to pay in connection
with a short sale. An increase in the value of a security sold short by the Fund
over the price which it was sold short will result in a loss to the Fund, and
there can be no assurance that the Fund will be able to close out the position
at any particular time or at an acceptable price. Where short sales are not
against the box, losses may be unlimited.

     The Fund may only enter into a short sale if it is "against the box". If
the Fund enters into a short sale against the box, it will be required to set
aside securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities at no additional
cost to the Fund) and will be required to hold such securities while the short
sale is outstanding. The Fund will incur transaction costs, including interest
expense, in connection with opening, maintaining, and closing short sales
against the box. If the Fund engages in any short sales against the box, it will
incur the risk that the security sold short will appreciate in value after the
sale, with the result that a Fund will lose the benefit of any such
appreciation. The Fund may make short sales both as a form of hedging to offset
potential declines in long positions in similar securities and in order to
maintain portfolio flexibility. Short sales may be subject to special tax rules,
one of the effects of which may be to accelerate income to the Fund.

CONCENTRATION

     It is a fundamental policy of the Fund that it may not invest more than 25%
of the total assets of the Fund in any one industry. If the Fund were to
concentrate its investments in a single industry, the Fund would be more
susceptible to any single economic, political, or regulatory occurrence than
would be another investment company which was not so concentrated.

ILLIQUID INVESTMENTS

     The Fund may invest up to 15% of its net assets in illiquid securities, or
securities for which there is no readily available market. The absence of a
trading market may make it difficult to establish a market value for illiquid
securities. It may be difficult or impossible for the Fund to sell illiquid
securities at the desired time and at an acceptable price.

RULE 144A SECURITIES

     The Fund may invest in certain restricted securities ("Rule 144A
securities") for which there is a secondary market of qualified institutional
buyers, as defined in Rule 144A under the Securities Act of 1933, as amended
(the "1933 Act"). Rule 144A provides an exemption from the registration
requirements of the 1933 Act for the resale of certain restricted securities to
qualified institutional buyers. The Fund has no current intention to invest in
these securities.

     One effect of Rule 144A is that certain restricted securities may now be
liquid, though there is no assurance that a liquid market for Rule 144A
securities will develop or be maintained. In promulgating Rule 144A, the SEC
stated that the ultimate responsibility for liquidity determinations is that of
an


                                      -10-

investment company's board of directors. However, the SEC stated that the board
may delegate the day-to-day function of determining liquidity to the fund's
investment adviser, provided that the board retains sufficient oversight.

     To the extent that liquid Rule 144A securities that the Fund holds become
illiquid, due to the lack of sufficient qualified institutional buyers or market
or other conditions, the percentage of the Fund's assets invested in illiquid
assets would increase. The Manager and the Submanager will monitor the Fund's
investments in Rule 144A securities and will consider appropriate measures to
enable the Fund to maintain sufficient liquidity for operating purposes and to
meet redemption requests.

BORROWING

<R>
     The Fund may borrow in certain limited circumstances. See "Investment
Restrictions." Borrowing creates an opportunity for increased return, but, at
the same time, creates special risks. For example, borrowing may exaggerate
changes in the net asset value of the Fund's shares and in the return on the
Fund's portfolio. The Fund may be required to liquidate portfolio securities at
a time when it would be disadvantageous to do so in order to make payments with
respect to any borrowing, which could affect the strategy of the Manager and
Submanager. Interest on any borrowings will be the Fund expense and will reduce
the value of the Fund's shares.
</R>

REVERSE REPURCHASE AGREEMENTS

     A reverse repurchase agreement involves the sale of portfolio securities by
the Fund to a broker/dealer or other financial institution, with an agreement by
the Fund to repurchase the securities at an agreed upon price, date and interest
payment and are considered borrowings by the Fund and are subject to any
borrowing limitations set forth under "Investment Restrictions" in this
Statement of Additional Information. The Fund may have an opportunity to earn a
great rate of interest on the investment of the cash proceeds of the sale.
However, opportunities to realize earnings from the use of the proceeds equal to
or greater than the interest required to be paid by the Fund under the reverse
repurchase agreement may not always be available. The use of reverse repurchase
agreements involves the speculative factor known as "leverage" and may
exaggerate any interim increase or decrease in the value of the Fund's assets.
If the Fund enters into a reverse repurchase agreement, the Fund will maintain
assets with its custodian having a value equal to or greater than the value of
its commitments under the agreement. The Fund's liquidity and ability to manage
its assets may be adversely affected when it sets aside cash or securities to
cover its commitments. Reverse repurchase agreements involve the risk that the
market value of the securities sold by the Fund may decline below the repurchase
price of those securities, that the assets purchased with the proceeds of the
agreement decline in value, or that the buyer under a reverse repurchase
agreement files for bankruptcy or becomes insolvent.

REPURCHASE AGREEMENTS

     The Fund may invest in repurchase agreements that are fully collateralized
by securities in which the Fund may otherwise invest. A repurchase agreement
involves the purchase of a security that must later be sold back to the seller
(which is usually a member bank of the U.S. Federal Reserve System or a member
firm of the NYSE (or a subsidiary thereof)) at an agreed time (usually not more
than seven days from the date of purchase) and price. The resale price reflects
the purchase price plus an agreed-upon market rate of interest. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), repurchase
agreements may be considered to be loans by the buyer. If the seller defaults,
the underlying security constitutes collateral for the seller's obligation to
pay although the Fund may incur certain costs in liquidating this collateral and
in certain cases may not be permitted to liquidate this collateral. In the event
of the bankruptcy of the other party to a repurchase agreement, the Fund could
experience delays in


                                      -11-

recovering either the securities or cash. To the extent that, in the meantime,
the value of the securities purchased has decreased, the Fund could experience a
loss.

DERIVATIVES

     The Fund may use various investment strategies described below to hedge
market risks (such as broad or specific market movements and currency exchange
rates), or to seek to increase the Fund's income or gain.

     The Fund may purchase and sell single stock, currency or stock index
futures contracts and enter into currency transactions; purchase and sell (or
write) exchange listed and over-the-counter ("OTC") put and call options on
securities, currencies, futures contracts, indices and other financial
instruments; enter into equity swaps and related transactions; and invest in
indexed securities and other similar transactions which may be developed in the
future to the extent that the Submanager determines that they are consistent
with the Fund's investment objective and policies and applicable regulatory
requirements (collectively, these transactions are referred to as
"Derivatives"). The Fund's currency transactions may take the form of currency
forward contracts, currency futures contracts and options thereof, currency
swaps and options on currencies.

     The Fund is operated by persons who have claimed an exclusion, granted to
operators of registered investment companies like the Fund, from registration as
a "commodity pool operator" with respect to the Fund under the Commodity
Exchange Act, and therefore, are not subject to registration or regulation with
respect to the Fund under the Commodity Exchange Act. The use of certain
Derivatives in certain circumstances will require that the Fund segregate cash
or other liquid assets to the extent the Fund's obligations are not otherwise
'covered' through ownership of the underlying security, financial instrument or
currency. See "Use of Segregated and Other Special Accounts" below.

     Derivatives involve special risks, including possible default by the other
party to the transaction, illiquidity and, to the extent the Submanager's view
as to certain market movements is incorrect, the risk that the use of
Derivatives could result in significantly greater losses than if it had not been
used. See "Risk Factors Associated with Derivatives" below. The degree of the
Fund's use of Derivatives may be limited by certain provisions of the Code. See
"Effects of Certain Investments and Transactions" below.

     CURRENCY TRANSACTIONS. The Fund may engage in currency transactions with
counterparties to hedge the value of portfolio securities denominated in
particular currencies against fluctuations in relative value or to generate
income or gain. Currency transactions include currency forward contracts,
exchange-listed currency futures contracts and options thereon, exchange-listed
and OTC options on currencies, and currency swaps. A currency forward contract
involves a privately negotiated obligation to purchase or sell (with delivery
generally required) a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. A currency swap is an agreement to
exchange cash flows based on the notional difference among two or more
currencies and operates similarly to an equity swap, which is described below
under "Equity Swaps and Related Transactions." The Fund may enter into currency
transactions only with counterparties that the Submanager deems to be
creditworthy.

     The Fund may enter into currency forward contracts when the Submanager
believes that the currency of a particular country may suffer a substantial
decline against the U.S. dollar. In those circumstances, the Fund may enter into
a currency forward contract to sell, for a fixed amount of U.S. dollars, the
amount of that currency approximating the value of some or all of the Fund's
portfolio securities denominated in such currency. Currency forward contracts
may limit potential gain from a positive change in the relationship between the
U.S. dollar and foreign currencies.


                                      -12-

     Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of the Fund, which will generally arise in
connection with the purchase or sale of the Fund's portfolio securities or the
receipt of income from them. Position hedging is entering into a currency
transaction with respect to portfolio securities positions denominated or
generally quoted in that currency. The Fund will not enter into a transaction to
hedge currency exposure to an extent greater, after netting all transactions
intended wholly or partially to offset other transactions, than the aggregate
market value (at the time of entering into the transaction) of the securities
held by the Fund that are denominated or generally quoted in or currently
convertible into the currency, other than with respect to proxy hedging as
described below.

     The Fund may cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to increase or decline
in value relative to other currencies to which the Fund has or in which the Fund
expects to have exposure. To reduce the effect of currency fluctuations on the
value of existing or anticipated holdings of its securities, the Fund may also
engage in proxy hedging. Proxy hedging is often used when the currency to which
the Fund's holdings is exposed is difficult to hedge generally or difficult to
hedge against the dollar. Proxy hedging entails entering into a forward contract
to sell a currency, the changes in the value of which are generally considered
to be linked to a currency or currencies in which some or all of the Fund's
securities are or are expected to be denominated, and to buy dollars. The amount
of the contract would not exceed the market value of the Fund's securities
denominated in linked currencies.

     Currency transactions are subject to risks different from other portfolio
transactions, as discussed below under "Risk Factors Associated with
Derivatives." If the Fund enters into a currency hedging transaction, the Fund
will comply with the asset segregation requirements described below under "Use
of Segregated and Other Special Accounts."

     FUTURES CONTRACTS. The Fund may trade futures contracts: (1) on domestic
and foreign exchanges on currencies; and (2) on domestic and foreign exchanges
on single stocks and stock indices. Futures contracts are generally bought and
sold on the commodities exchanges on which they are listed with payment of
initial and variation margin as described below. The sale of a futures contract
creates a firm obligation by the Fund, as seller, to deliver to the buyer the
specific type of financial instrument called for in the contract at a specific
future time for a specified price (or with respect to certain instruments, the
net cash amount). The Fund's use of financial futures contracts and options
thereon will in all cases be consistent with applicable regulatory requirements
and in particular the rules and regulations of the CFTC. Maintaining a futures
contract or selling an option on a futures contract will typically require the
Fund to deposit with a financial intermediary, as security for its obligations,
an amount of cash or other specified assets ("initial margin") that initially is
from 1% to 10% of the face amount of the contract (but may be higher in some
circumstances particularly in the case of single stock futures). Additional cash
or assets ("variation margin") may be required to be deposited thereafter daily
as the mark-to-market value of the futures contract fluctuates. The value of all
futures contracts sold by the Fund (adjusted for the historical volatility
relationship between the Fund and the contracts) will not exceed the total
market value of the Fund's securities. In addition, the value of the Fund's long
futures and options positions (futures contracts on single stocks, stock
indices, or foreign currencies and call options on such futures contracts) will
not exceed the sum of: (a) liquid assets segregated for this purpose; (b) cash
proceeds on existing investments due within thirty days; and (c) accrued profits
on the particular futures or options positions. The segregation requirements
with respect to futures contracts and options thereon are described below under
"Use of Segregated and Other Special Accounts."

     SINGLE STOCK FUTURES. Recent legislation permits the trading on U.S.
exchanges of standardized futures contacts on individual equity securities, such
as common stocks, exchange traded funds and American Depository Receipts, as
well as narrow-based securities indices, generally called security futures
contracts or "SFCs". As with other futures contracts, a SFC involves an
agreement to purchase or


                                      -13-

sell in the future a specific quantity of shares of a security or the component
securities of the index. The initial margin requirements (typically 20 percent)
are generally higher than with other futures contracts. Trading SFCs involves
many of the same risks as trading other futures contracts, including the risks
involved with leverage, and losses are potentially unlimited. Under certain
market conditions, for example if trading is halted due to unusual trading
activity in either the SFC or the underlying security due to recent new events
involving the issuer of the security, it may be difficult or impossible for a
fund to liquidate its position or manage risk by entering into an offsetting
position. In addition, the prices of the SFCs may not correlate as anticipated
with the prices of the underlying security. And unlike options on securities in
which a fund may invest, where the fund had a position in a SFC, the fund has
both the right and the obligation to buy or sell the security at a future date,
or otherwise offset its position.

     OPTIONS. In order to hedge against adverse market shifts or to increase
income or gain, the Fund may purchase put and call options or write "covered"
put and call options on futures contracts on stock indices and currencies. In
addition, in order to hedge against adverse market shifts or to increase its
income, the Fund may purchase put and call options and write "covered" put and
call options on securities, indices, currencies and other financial instruments.
The Fund may utilize options on currencies in order to hedge against currency
exchange rate risks. A call option is "covered" if, so long as the Fund is
obligated as the writer of the option, it will: (i) own the underlying
investment subject to the option; (ii) own securities convertible or
exchangeable without the payment of any consideration into the securities
subject to the option; (iii) own a call option on the relevant security or
currency with an exercise price no higher than the exercise price on the call
option written or (iv) deposit with its custodian in a segregated account liquid
assets having a value equal to the excess of the value of the security or index
that is the subject of the call over the exercise price. A put option is
"covered" if, to support its obligation to purchase the underlying investment if
a put option that the Fund writes is exercised, the Fund will either (a) deposit
with its custodian in a segregated account liquid assets having a value at least
equal to the exercise price of the underlying investment or (b) continue to own
an equivalent number of puts of the same "series" (that is, puts on the same
underlying investment having the same exercise prices and expiration dates as
those written by the Fund), or an equivalent number of puts of the same "class"
(that is, puts on the same underlying investment) with exercise prices greater
than those that it has written (or, if the exercise prices of the puts it holds
are less than the exercise prices of those it has written, it will deposit the
difference with its custodian in a segregated account). Parties to options
transactions must make certain payments and/or set aside certain amounts of
assets in connection with each transaction, as described below.

     In all cases, by writing a call, the Fund will limit its opportunity to
profit from an increase in the market value of the underlying investment above
the exercise price of the option for as long as the Fund's obligation as writer
of the option continues. By writing a put, the Fund bears the risk of a decrease
in the market value of the underlying investment below the exercise price of the
option for as long as the Fund's obligation as writer of the option continues.
Upon the exercise of a put option written by the Fund, the Fund may suffer an
economic loss equal to the difference between the price at which the Fund is
required to purchase the underlying investment and its market value at the time
of the option exercise, less the premium received for writing the option. Upon
the exercise of a call option written by the Fund, the Fund may suffer an
economic loss equal to an amount not less than the excess of the investment's
market value at the time of the option exercise over the Fund's acquisition cost
of the investment, less the sum of the premium received for writing the option
and the positive difference, if any, between the call price paid to the Fund and
the Fund's acquisition cost of the investment.

     In all cases, in purchasing a put option, the Fund will seek to benefit
from, or protect against, a decline in the market price of the underlying
investment, while in purchasing a call option, the Fund will seek to benefit
from an increase in the market price of the underlying investment. If an option
purchased is not sold or exercised when it has remaining value, or if the market
price of the underlying investment remains equal to or greater than the exercise
price, in the case of a put, or remains equal to or below the


                                      -14-

exercise price, in the case of a call, during the life of the option, the Fund
will lose its investment in the option. For the purchase of an option to be
profitable, the market price of the underlying investment must decline
sufficiently below the exercise price, in the case of a put, and must increase
sufficiently above the exercise price, in the case of a call, to cover the
premium and transaction costs.

     The Fund may choose to exercise the options it holds, permit them to expire
or terminate them prior to their expiration by entering into closing
transactions. The Fund may enter into a closing purchase transaction in which
the Fund purchases an option having the same terms as the option it had written
or a closing sale transaction in which the Fund sells an option having the same
terms as the option it had purchased. A covered option writer unable to effect a
closing purchase transaction will not be able to sell the underlying security
until the option expires or the underlying security is delivered upon exercise,
with the result that the writer will be subject to the risk of market decline in
the underlying security during such period. Should the Fund choose to exercise
an option, the Fund will receive, in the case of a call option, or sell in the
case of a put option, the securities, commodities or commodity futures contracts
underlying the exercised option.

     Exchange-listed options on securities and currencies, with certain
exceptions, generally settle by physical delivery of the underlying security or
currency, although in the future, cash settlement may become available.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option. Index options are cash settled for the net amount,
if any, by which the option is "in-the-money" (that is, the amount by which the
value of the underlying instrument exceeds, in the case of a call option, or is
less than, in the case of a put option, the exercise price of the option) at the
time the option is exercised.

     Put options and call options typically have similar structural
characteristics and operational mechanics regardless of the underlying
instrument on which they are purchased or sold. Thus, the following general
discussion relates to each of the particular types of options discussed in
greater detail below. In addition, many Derivatives involving options require
segregation of Fund assets in special accounts, as described below under "Use of
Segregated and Other Special Accounts."

     A put option gives the purchaser of the option, upon payment of a premium,
the right to sell, and the writer of the obligation to buy, the underlying
security, index, currency or other instrument at the exercise price. The Fund's
purchase of a put option on a security, for example, might be designed to
protect its holdings in the underlying instrument (or, in some cases, a similar
instrument) against a substantial decline in the market value of such instrument
by giving the Fund the right to sell the instrument at the option exercise
price. A call option, upon payment of a premium, gives the purchaser of the
option the right to buy, and the seller the obligation to sell, the underlying
instrument at the exercise price. The Fund's purchase of a call option on a
security, financial futures contract, index, currency or other instrument might
be intended to protect the Fund against an increase in the price of the
underlying instrument that it intends to purchase in the future by fixing the
price at which it may purchase the instrument. An "American" style put or call
option may be exercised at any time during the option period, whereas a
"European" style put or call option may be exercised only upon expiration or
during a fixed period prior to expiration. Exchange-listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the performance of the obligations of the parties to the options. The
discussion below uses the OCC as an example, but may also be applicable to other
similar financial intermediaries.

     OCC-issued and exchange-listed options, including options on securities,
currencies and financial instruments generally settle for cash, although
physical settlement maybe required in some cases. Index options are cash settled
for the net amount, if any, by which the option is "in-the-money" (that is, the
amount by which the value of the underlying instrument exceeds, in the case of a
call option, or is less than, in the case of a put option, the exercise price of
the option) at the time the option is


                                      -15-

exercised. Frequently, rather than taking or making delivery of the underlying
instrument through the process of exercising the option, listed options are
closed by entering into offsetting purchase or sale transactions that do not
result in ownership of the new option.

     The Fund's ability to close out its position as a purchaser or seller of an
OCC-issued or exchange-listed put or call option is dependent, in part, upon the
liquidity of the particular option market. Among the possible reasons for the
absence of a liquid option market on an exchange are: (1) insufficient trading
interest in certain options, (2) restrictions on transactions imposed by an
exchange, (3) trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or underlying securities,
including reaching daily price limits, (4) interruption of the normal operations
of the OCC or an exchange, (5) inadequacy of the facilities of an exchange or
the OCC to handle current trading volume or (6) a decision by one or more
exchanges to discontinue the trading of options (or a particular class or series
of options), in which event the relevant market for that option on that exchange
would cease to exist, although any such outstanding options on that exchange
would continue to be exercisable in accordance with their terms.

     The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that would not be reflected in the corresponding option
markets.

     OTC options are purchased from or sold to securities dealers, financial
institutions or other parties (collectively referred to as "Counterparties" and
individually referred to as a "Counterparty") through a direct bilateral
agreement with the Counterparty. In contrast to exchange-listed options, which
generally have standardized terms and performance mechanics, all of the terms of
an OTC option, including such terms as method of settlement, term, exercise
price, premium, guaranties and security, are determined by negotiation of the
parties. It is anticipated that the Fund authorized to use OTC options will
generally only enter into OTC options that have cash settlement provisions,
although it will not be required to do so.

     Unless the parties provide for it, no central clearing or guaranty function
is involved in an OTC option. As a result, if a Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Thus, the Submanager must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the counterparty's credit
to determine the likelihood that the terms of the OTC option will be met. The
Fund will enter into OTC option transactions only with U.S. Government
securities dealers recognized by the Federal Reserve Bank of New York as
"primary dealers," or broker-dealers, domestic or foreign banks, or other
financial institutions that the Investment Manager deems to be creditworthy. In
the absence of a change in the current position of the staff of the SEC, OTC
options purchased by the Fund and the amount of the Fund's obligation pursuant
to an OTC option sold by the Fund (the cost of the sell-back plus the
in-the-money amount, if any) or the value of the assets held to cover such
options will be deemed illiquid.

     If the Fund sells a call option, the premium that it receives may serve as
a partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments held by the Fund or will
increase the Fund's income. Similarly, the sale of put options can also provide
gains for the Fund.

     The Fund may purchase and sell call options on securities that are traded
on U.S. and foreign securities exchanges and in the OTC markets, and on
securities indices, currencies and futures contracts. All calls sold by the Fund
must be "covered" (that is, the Fund must own the securities or futures contract
subject to the call), or must otherwise meet the asset segregation requirements
described below for so


                                      -16-

long as the call is outstanding. Even though the Fund will receive the option
premium to help protect it against loss, a call sold by the Fund will expose the
Fund during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or instrument and
may require the Fund to hold a security or instrument that it might otherwise
have sold.

     The Fund reserves the right to purchase or sell options on instruments and
indices which may be developed in the future to the extent consistent with
applicable law, the Fund's investment objective and the restrictions set forth
herein.

     The Fund may purchase and sell put options on securities (whether or not it
holds the securities in its portfolio) and on securities indices, currencies and
futures contracts. In selling put options, the Fund faces the risk that it may
be required to buy the underlying security at a disadvantageous price above the
market price.

          (A) OPTIONS ON STOCKS AND STOCK INDICES. The Fund may purchase put and
     call options and write covered put and call options on stocks and stock
     indices listed on domestic and foreign securities exchanges in order to
     hedge against movements in the equity markets or to increase income or gain
     to the Fund. In addition, the Fund may purchase options on stocks that are
     traded over-the-counter. Options on stock indices are similar to options on
     specific securities. However, because options on stock indices do not
     involve the delivery of an underlying security, the option represents the
     holder's right to obtain from the writer cash in an amount equal to a fixed
     multiple of the amount by which the exercise price exceeds (in the case of
     a put) or is less than (in the case of a call) the closing value of the
     underlying stock index on the exercise date. Options traded may include the
     Standard & Poor's 100 Index of Composite Stocks, Standard & Poor's 500
     Index of Composite Stocks (the "S&P 500 Index"), the New York Stock
     Exchange ("NYSE") Composite Index, the American Stock Exchange ("AMEX")
     Market Value Index, the National Over-the-Counter Index and other standard
     broadly based stock market indices. Options are also traded in certain
     industry or market segment indices such as the Computer Technology Index
     and the Transportation Index. Stock index options are subject to position
     and exercise limits and other regulations imposed by the exchange on which
     they are traded.

          If the Submanager expects general stock market prices to rise, the
     Fund might purchase a call option on a stock index or a futures contract on
     that index as a hedge against an increase in prices of particular equity
     securities it wants ultimately to buy. If the stock index does rise, the
     price of the particular equity securities intended to be purchased may also
     increase, but that increase would be offset in part by the increase in the
     value of the Fund's index option or futures contract resulting from the
     increase in the index. If, on the other hand, the Submanager expects
     general stock market prices to decline, it might purchase a put option or
     sell a futures contract on the index. If that index does decline, the value
     of some or all of the equity securities in the Fund's portfolio may also be
     expected to decline, but that decrease would be offset in part by the
     increase in the value of the Fund's position in such put option or futures
     contract.

          (B) OPTIONS ON CURRENCIES. The Fund may invest in options on
     currencies traded on domestic and foreign securities exchanges in order to
     hedge against currency exchange rate risks or to increase income or gain,
     as described above in "Currency Transactions."

          (C) OPTIONS ON FUTURES CONTRACTS. The Fund may purchase put and call
     options and write covered put and call options on futures contracts on
     stock indices, and currencies traded on domestic and, to the extent
     permitted by the CFTC, foreign exchanges, in order to hedge all or a
     portion of its investments or to increase income or gain and may enter into
     closing transactions in order to terminate existing positions. There is no
     guarantee that such closing transactions can be effected. An option on a
     stock index futures contract or currency futures contract, as contrasted
     with the direct investment in such a contract, gives the purchaser the
     right, in return for the premium paid, to assume a position in the
     underlying contract at a specified exercise price at any


                                      -17-

     time on or before the expiration date of the option. Upon exercise of an
     option, the delivery of the futures position by the writer of the option to
     the holder of the option will be accompanied by delivery of the accumulated
     balance in the writer's futures margin account. The potential loss related
     to the purchase of an option on a futures contract is limited to the
     premium paid for the option (plus transaction costs). While the price of
     the option is fixed at the point of sale, the value of the option does
     change daily and the change would be reflected in the net asset value of
     the Fund.

          The purchase of an option on a financial futures contract involves
     payment of a premium for the option without any further obligation on the
     part of the Fund. If the Fund exercises an option on a futures contract it
     will be obligated to post initial margin (and potentially variation margin)
     for the resulting futures position just as it would for any futures
     position. Futures contracts and options thereon are generally settled by
     entering into an offsetting transaction, but no assurance can be given that
     a position can be offset prior to settlement or that delivery will occur.

     EQUITY SWAPS AND RELATED TRANSACTIONS. The Fund may enter into equity swaps
and may purchase or sell (i.e., write) equity caps, floors and collars. The Fund
expects to enter into these transactions in order to hedge against either a
decline in the value of the securities included in the Fund's portfolio or
against an increase in the price of the securities which it plans to purchase,
in order to preserve or maintain a return or spread on a particular investment
or portion of its portfolio or to achieve a particular return on cash balances,
or in order to increase income or gain. Equity swaps involve the exchange by the
Fund with another party of their respective commitments to make or receive
payments based on a notional principal amount. The purchase of an equity cap
entitles the purchaser, to the extent that a specified index exceeds a
predetermined level, to receive payments on a contractually-based principal
amount from the party selling the equity cap. The purchase of an equity floor
entitles the purchaser, to the extent that a specified index falls below a
predetermined rate, to receive payments on a contractually-based principal
amount from the party selling the equity floor. A collar is a combination of a
cap and a floor, which preserve a certain return within a predetermined range of
values.

     The Fund may enter into equity swaps, caps, floors and collars on either an
asset-based or liability-based basis, depending on whether it is hedging its
assets or its liabilities, and will usually enter into equity swaps on a net
basis (i.e., the two payment streams are netted out), with the Fund receiving or
paying, as the case may be, only the net amount of the two payments. The net
amount of the excess, if any, of the Fund's obligations over its entitlements
with respect to each equity swap will be accrued on a daily basis, and an amount
of liquid assets having an aggregate net asset value at least equal to the
accrued excess will be maintained in a segregated account by the Fund's
custodian in accordance with procedures established by the Board. If the Fund
enters into an equity swap on other than a net basis, the Fund will maintain a
segregated account in the full amount accrued on a daily basis of the Fund's
obligations with respect to the swap. The Fund will only enter into equity swap,
cap, floor or collar transactions with counterparties the Submanager deems to be
creditworthy. The Submanager will monitor the creditworthiness of counterparties
to its equity swap, cap, floor and collar transactions on an ongoing basis. If
there is a default by the other party to such a transaction, the Fund will have
contractual remedies pursuant to the agreements related to the transaction. The
swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and agents utilizing
standardized swap documentation. The Submanager has determined that, as a
result, the swap market is liquid. Caps, floors and collars are more recent
innovations for which standardized documentation has not yet been developed and,
accordingly, they are less liquid than swaps. To the extent the Fund sells caps,
floors and collars it will maintain in a segregated account cash and/or, cash
equivalents or other liquid high grade debt securities having an aggregate net
asset value at least equal to the full amount, accrued on a daily basis, of the
Fund's obligations with respect to the caps, floors or collars. The use of
equity swaps is a highly specialized activity which involves investment
techniques


                                      -18-

and risks different from those associated with ordinary portfolio securities
transactions. If the Submanager is incorrect in its forecasts of market values,
interest rates and other applicable factors, the investment performance of the
Fund would diminish compared with what it would have been if these investment
techniques were not utilized. Moreover, even if the Submanager is correct in its
forecasts, there is a risk that the swap position may correlate imperfectly with
the price of the asset or liability being hedged.

     The liquidity of swap agreements will be determined by the Submanager based
on various factors, including (1) the frequency of trades and quotations, (2)
the number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). Such determination will govern whether a swap will
be deemed within the percentage restriction on investments in securities that
are not readily marketable.

     The Fund will maintain liquid assets in a segregated custodial account to
cover its current obligations under swap agreements. If the Fund enters into a
swap agreement on a net basis, it will segregate assets with a daily value at
least equal to the excess, if any, of the Fund's accrued obligations under the
swap agreement over the accrued amount the Fund is entitled to receive under the
agreement. If the Fund enters into a swap agreement on other than a net basis,
it will segregate assets with a value equal to the full amount of the Fund's
accrued obligations under the agreement. See "Use of Segregated and Other
Special Accounts" below.

     There is no limit on the amount of equity swap transactions that may be
entered into by the Fund. These transactions do not involve the delivery of
securities or other underlying assets or principal. Accordingly, the risk of
loss with respect to equity swaps is limited to the net amount of payments that
the Fund is contractually obligated to make, if any. The effective use of swaps
and related transactions by the Fund may depend, among other things, on the
Fund's ability to terminate the transactions at times when the Submanager deems
it desirable to do so. Because swaps and related transactions are bilateral
contractual arrangements between the Fund and counterparties to the
transactions, the Fund's ability to terminate such an arrangement may be
considerably more limited than in the case of an exchange traded instrument. To
the extent the Fund does not, or cannot, terminate such a transaction in a
timely manner, the Fund may suffer a loss in excess of any amounts that it may
have received, or expected to receive, as a result of entering into the
transaction. If the other party to a swap defaults, the Fund's risk of loss is
the net amount of payments that the Fund contractually is entitled to receive,
if any. The Fund may purchase and sell caps, floors and collars without
limitation, subject to the segregated account requirement described above.

     INDEXED SECURITIES. The Fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies, or
other financial indicators. Indexed securities typically, but not always, are
debt securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. Currency-indexed securities
typically are short-term to intermediate-term debt securities whose maturity
values or interest rates are determined by reference to the values of one or
more specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a security
that performs similarly to a foreign currency-denominated instrument, or their
maturity value may decline when foreign currencies increase, resulting in a
security whose price characteristics are similar to a put on the underlying
currency. Currency-indexed securities may also have prices that depend on the
values of a number of different foreign currencies relative to each other.

     COMBINED TRANSACTIONS. The Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions, multiple
currency transactions (including forward


                                      -19-

currency contracts), and any combination of futures, options, and currency
transactions, instead of a single Derivative, as part of a single or combined
strategy when, in the judgment of the Submanager, it is in the best interests of
the Fund to do so. A combined transaction will usually contain elements of risk
that are present in each of its component transactions. Although combined
transactions will normally be entered into by the Fund based on the Submanager's
judgment that the combined strategies will reduce risk or otherwise more
effectively achieve the desired portfolio management goal, it is possible that
the combination will instead increase the risks or hinder achievement of the
Fund's objective.

     RISK FACTORS ASSOCIATED WITH DERIVATIVES. Derivatives have special risks
associated with them, including possible default by the counterparty to the
transaction, illiquidity and, to the extent the Submanager's view as to certain
market movements is incorrect, the risk that the use of the Derivatives could
result in losses greater than if they had not been used. Use of put and call
options could result in losses to the Fund, force the sale or purchase of
portfolio securities at inopportune times or for prices higher than (in the case
of put options) or lower than (in the case of call options) current market
values, or cause the Fund to hold a security it might otherwise sell.

     The use of futures and options transactions entails certain special risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related securities position of the
Fund could create the possibility that losses on the hedging instrument are
greater than gains in the value of the Fund's position. In addition, futures and
options markets could be illiquid in some circumstances and certain OTC options
could have no markets. As a result, in certain markets, the Fund might not be
able to close out a transaction without incurring substantial losses. Although
the Fund's use of futures and options transactions for hedging should tend to
minimize the risk of loss due to a decline in the value of the hedged position,
at the same time it will tend to limit any potential gain to the Fund that might
result from an increase in value of the position. There is also the risk of loss
by the Fund of margin deposits in the event of bankruptcy of a broker with whom
the Fund has an open position in a futures contract or option thereon. Finally,
the daily variation margin requirements for futures contracts create a greater
ongoing potential financial risk than would purchases of options, in which case
the exposure is limited to the cost of the initial premium. However, because
option premiums paid by the Fund are small in relation to the market value of
the investments underlying the options, buying options can result in large
amounts of leverage. The leverage offered by trading in options could cause the
Fund's net asset value to be subject to more frequent and wider fluctuation than
would be the case if the Fund did not invest in options.

     As is the case with futures and options strategies, the effective use of
swaps and related transactions by the Fund may depend, among other things, on
the Fund's ability to terminate the transactions at times when the Submanager
deems it desirable to do so. To the extent the Fund does not, or cannot,
terminate such a transaction in a timely manner, the Fund may suffer a loss in
excess of any amounts that it may have received, or expected to receive, as a
result of entering into the transaction.

     Currency hedging involves some of the same risks and considerations as
other transactions with similar instruments. Currency transactions can result in
losses to the Fund if the currency being hedged fluctuates in value to a degree
or in a direction that is not anticipated. Further, the risk exists that the
perceived linkage between various currencies may not be present or may not be
present during the particular time that the Fund is engaging in proxy hedging.
Currency transactions are also subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchases and
sales of currency and related instruments can be adversely affected by
government exchange controls, limitations or restrictions on repatriation of
currency, and manipulations or exchange restrictions imposed by governments.
These forms of governmental actions can result in losses to the Fund if it is
unable to deliver or receive currency or monies in settlement of obligations and
could also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction


                                      -20-

costs. Buyers and sellers of currency futures contracts are subject to the same
risks that apply to the use of futures contracts generally. Further, settlement
of a currency futures contract for the purchase of most currencies must occur at
a bank based in the issuing nation. Trading options on currency futures
contracts is relatively new, and the ability to establish and close out
positions on these options is subject to the maintenance of a liquid market that
may not always be available. Currency exchange rates may fluctuate based on
factors extrinsic to that country's economy.

     Because the amount of interest and/or principal payments which the issuer
of indexed securities is obligated to make is linked to the prices of other
securities, securities indices, currencies, or other financial indicators, such
payments may be significantly greater or less than payment obligations in
respect of other types of debt securities. As a result, an investment in indexed
securities may be considered speculative. Moreover, the performance of indexed
securities depends to a great extent on the performance of and may be more
volatile than the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the United
States and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates.

     Losses resulting from the use of Derivatives will reduce the Fund's net
asset value, and possibly income, and the losses can be greater than if
Derivatives had not been used.

     RISKS OF DERIVATIVES OUTSIDE THE UNITED STATES. When conducted outside the
United States, Derivatives transactions may not be regulated as rigorously as in
the United States, may not involve a clearing mechanism and related guarantees,
and will be subject to the risk of governmental actions affecting trading in, or
the prices of, foreign securities, currencies and other instruments. In
addition, the price of any foreign futures or foreign options contract and,
therefore, the potential profit and loss thereon, may be affected by any
variance in the foreign exchange rate between the time an order is placed and
the time it is liquidated, offset or exercised. The value of positions taken as
part of non-U.S. Derivatives also could be adversely affected by: (1) other
complex foreign political, legal and economic factors, (2) lesser availability
of data on which to make trading decisions than in the United States, (3) delays
in the Fund's ability to act upon economic events occurring in foreign markets
during nonbusiness hours in the United States, (4) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States and (5) lower trading volume and liquidity.

     USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS. Use of many Derivatives by
the Fund will require, among other things, that the Fund segregate liquid assets
with its custodian, or a designated sub-custodian, to the extent the Fund's
obligations are not otherwise "covered" through ownership of the underlying
security, financial instrument or currency. In general, either the full amount
of any obligation by the Fund to pay or deliver securities or assets must be
covered at all times by the securities, instruments or currency required to be
delivered, or, subject to any regulatory restrictions, an amount of liquid
assets at least equal to the current amount of the obligation must be segregated
with the custodian or subcustodian in accordance with procedures established by
the Board. The segregated assets cannot be sold or transferred unless equivalent
assets are substituted in their place or it is no longer necessary to segregate
them. A call option on securities written by the Fund, for example, will require
the Fund to hold the securities subject to the call (or securities convertible
into the needed securities without additional consideration) or to segregate
liquid high grade debt obligations sufficient to purchase and deliver the
securities if the call is exercised. A call option sold by the Fund on an index
will require the Fund to own portfolio securities that correlate with the index
or to segregate liquid high grade debt obligations equal to the excess of the
index value over the exercise price on a current basis. A put option on
securities written by the Fund will require the Fund to segregate liquid high
grade debt obligations equal to the exercise price. Except when the Fund enters
into a forward contract in connection with the purchase or sale of a security
denominated in a foreign currency or for other non-speculative purposes, which
requires no segregation, a currency contract that obligates the Fund to buy or
sell a foreign


                                      -21-

currency will generally require the Fund to hold an amount of that currency or
liquid securities denominated in that currency equal to the Fund's obligations
or to segregate liquid high grade debt obligations equal to the amount of the
Fund's obligations.

     OTC options entered into by the Fund, including those on securities,
currency, financial instruments or indices, and OCC-issued and exchange-listed
index options will generally provide for cash settlement, although the Fund will
not be required to do so. As a result, when the Fund sells these instruments it
will segregate an amount of assets equal to its obligations under the options.
OCC-issued and exchange-listed options sold by the Fund other than those
described above generally settle with physical delivery, and the Fund will
segregate an amount of assets equal to the full value of the option. OTC options
settling with physical delivery or with an election of either physical delivery
or cash settlement will be treated the same as other options settling with
physical delivery. If the Fund enters into OTC option transactions, it will be
subject to counterparty risk.

     In the case of a futures contract or an option on a futures contract, the
Fund must deposit initial margin and, in some instances, daily variation margin
in addition to segregating liquid assets sufficient to meet its obligations to
purchase or provide securities or currencies, or to pay the amount owed at the
expiration of an index-based futures contract. The Fund will accrue the net
amount of the excess, if any, of its obligations relating to swaps over its
entitlements with respect to each swap on a daily basis and will segregate with
its custodian, or designated sub-custodian, an amount of liquid assets having an
aggregate value equal to at least the accrued excess. Caps, floors and collars
require segregation of liquid assets with a value equal to the Fund's net
obligation, if any.

     Derivatives may be covered by means other than those described above when
consistent with applicable regulatory policies. The Fund may also enter into
offsetting transactions so that its combined position, coupled with any
segregated assets, equals its net outstanding obligation in related Derivatives.
The Fund could purchase a put option, for example, if the strike price of that
option is the same or higher than the strike price of a put option sold by the
Fund. Moreover, instead of segregating assets if it holds a futures contract or
forward contract, the Fund could purchase a put option on the same futures
contract or forward contract with a strike price as high or higher than the
price of the contract held. Other Derivatives may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction, no segregation is required, but if it terminates prior
to that time, assets equal to any remaining obligation would need to be
segregated.

     Investors should note that the Fund's ability to pursue certain of these
strategies may be limited by applicable regulations of the Securities and
Exchange Commission ("SEC"), the Commodity Futures Trading Commission ("CFTC")
and the federal income tax requirements applicable to regulated investment
companies.

CASH RESERVES

     The Fund 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 Fund
does not currently intend to invest in direct obligations of the United States
government. Short-term debt instruments purchased by the Fund will be rated at
least P-1 by Moody's or A-1+ or A-1 by S&P or, if not rated, determined to be of
comparable quality by the Board of Trustees. The Fund's policy is to hold its
assets in such securities pending readjustment of its portfolio holdings of
stocks comprising the Index and in order to meet anticipated redemption
requests.

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


                                      -22-

     The approval of the shareholders of the Fund and, as applicable, the
investors in the Master Fund, is not required to change the investment objective
or any of the investment policies discussed above (other than the policy
regarding concentration by the Fund and the Master Fund), including those
concerning security transactions.

                              PROXY VOTING POLICIES

     The Fund has adopted proxy voting policies and procedures to ensure that
all proxies for securities held by the Fund are cast in the best interests of
the Fund's shareholders. Because the Fund has a fiduciary duty to vote all
shares in the best interests of its shareholders, the Fund votes proxies after
considering its shareholders' financial interests and social objectives. The
proxy voting policies and procedures are designed to ensure that all proxies are
voted in the best interests of Fund shareholders by isolating the proxy voting
function from any potential conflicts of interest. In most instances, votes are
cast according to predetermined policies, and potential conflicts of interest
cannot influence the outcome of voting decisions. There are, however, several
voting guidelines that require a case-by-case determination, and other instances
where votes may vary from predetermined policies. Certain procedures have been
adopted to ensure that conflicts of interest in such circumstances are
identified and appropriately addressed. The Board of Trustees has delegated the
responsibility to vote proxies for the Fund to Domini. More details about the
Fund's proxy voting guidelines and Domini's proxy voting policies and
procedures, including procedures adopted by Domini to address any potential
conflicts of interest, are provided in the complete Proxy Voting Policies and
Procedures in Appendix A.

     All proxy votes cast for the Fund are posted to Domini's website on an
ongoing basis over the course of the year. An annual record of all proxy votes
cast for the Fund during the most recent 12-month period ended June 30 can be
obtained, free of charge, at www.domini.com, and on the EDGAR database on the
SEC's website at www.sec.gov.

                         PORTFOLIO HOLDINGS INFORMATION

     The Fund has implemented portfolio holdings disclosure policies and
procedures that govern the timing and circumstances of disclosure to
shareholders and third parties of information regarding the portfolio
investments held by the Fund. These portfolio holdings disclosure policies and
procedures have been approved by the Board of Trustees of the Fund and are
subject to periodic review by the Board of Trustees.

     Disclosure of the Fund's portfolio holdings is required to be made
quarterly within 60 days of the end of each fiscal quarter (currently, each
January 31, April 30, July 31, and October 31) in the Annual Report and the
Semi-Annual Report to Fund shareholders and in the Quarterly Report on Form N-Q.
The Fund is newly created and has not yet issued any Annual, Semi-Annual, or
Quarterly Reports. These reports will be available, free of charge, on the EDGAR
database on the SEC's website at www.sec.gov. In addition, Domini's website
(www.domini.com) will contain information about the Fund's complete portfolio
holdings, including, as applicable, the security description, the ticker symbol,
the security identification number, price per share, par value, interest rate,
maturity date, 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 will be provided on
the website with a lag of at least 30 days and will be available until updated
for the next calendar quarter. This information is publicly available to all
categories of persons.

     From time to time rating and ranking organizations, such as Standard and
Poor's, may request complete portfolio holdings information in connection with
rating the Fund. Similarly, pension plan sponsors and/or their consultants may
request a complete list of portfolio holdings in order to assess the


                                      -23-

risks of the Fund's portfolio along with related performance attribution
statistics. The Fund believes that these third parties have legitimate
objectives in requesting such portfolio holdings information. To prevent such
parties from potentially misusing portfolio holdings information, the Fund will
generally only disclose such information as of the end of the most recent
calendar quarter, with a lag of at least 30 days, as described above. In
addition, the Fund's Chief Compliance Officer, or his or her designee, may grant
exceptions to permit additional disclosure of the Fund's portfolio holdings
information at differing times and with different lag times to rating agencies
and to pension plan sponsors and/or their consultants, provided that (1) the
recipient is subject to a confidentiality agreement, (2) the recipient will
utilize the information to reach certain conclusions about the investment
management characteristics of the Fund and will not use the information to
facilitate or assist in any investment program, (3) the recipient will not
provide access to third parties to this information, and (4) the recipient will
receive this information no earlier than seven business days after the end of
the calendar quarter. In approving a request for an exception, the Chief
Compliance Officer will consider the recipient's need for the relevant holdings
information, whether the disclosure will be in the best interest of the Fund and
its shareholders, and whether conflicts of interest from such disclosures are
appropriately resolved. As of the date of this Statement of Additional
Information, the Fund has not entered into any arrangements to provide
additional disclosure of portfolio holdings information to any rating and
ranking organizations or pension plan consultants. The Board of Trustees will
receive periodic reports if any entities receive disclosure regarding the Fund's
portfolio holdings as described in this paragraph.

     In addition, the service providers of the Master Fund and the Fund, such as
the Submanager, custodian, and transfer agent, may receive portfolio holdings
information in connection with their services to the Master Fund and the Fund,
as applicable. The Submanager also provides information regarding the Master
Fund's portfolio holdings to certain of its service providers in connection with
the services provided to the Submanager by such service providers (such as
performance attribution analysis, portfolio management systems and clearing).

     In no event shall Domini, Domini's affiliates or employees, the Submanager,
the Submanager's affiliates or employees, or the Master Fund or Fund receive any
direct or indirect compensation in connection with the disclosure of information
about the Master Fund's or the Fund's portfolio holdings.

                             INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

     Each of the Master Fund and the Fund has adopted the following policies
which may not be changed without approval by holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Master Fund
or Fund, respectively, which as used in this Statement of Additional Information
means the vote of the lesser of (i) 67% or more of the outstanding "voting
securities" of the Master Fund or Fund present at a meeting, if the holders of
more than 50% of the outstanding "voting securities" of the Master Fund or Fund
are present or represented by proxy, or (ii) more than 50% of the outstanding
"voting securities" of the Master Fund or Fund. The term "voting securities" as
used in this paragraph has the same meaning as in the 1940 Act except that each
Fund shareholder will have one vote for each dollar of net asset value.

     Except as described below, whenever the Fund is requested to vote on a
change in the investment restrictions of the Master Fund, the Fund will hold a
meeting of its shareholders and will cast its vote proportionately as instructed
by its shareholders. However, subject to applicable statutory and regulatory
requirements, the Fund would not request a vote of its shareholders with respect
to (a) any proposal relating to the Master Fund, which proposal, if made with
respect to the Fund, would not require the vote of the shareholders of the Fund,
or (b) any proposal with respect to the Master Fund that is identical in all


                                      -24-

material respects to a proposal that has previously been approved by the
shareholders of the fund. Any proposal submitted to investors in the Master Fund
that is not required to be voted on by shareholders of the Fund would
nevertheless be voted on by the Trustees of the Fund.

     Neither the Master Fund nor the Fund may:

     (1) borrow money if such borrowing is specifically prohibited by the 1940
Act or the rules and regulations promulgated thereunder;

     (2) make loans to other persons if such loans are prohibited by the 1940
Act or the rules and regulations promulgated thereunder;

     (3) purchase or sell real estate or interests in oil, gas or mineral leases
in the ordinary course of business (each of the Master Fund and the Fund
reserves the freedom of action to hold and to sell real estate acquired as the
result of the ownership of securities by the Master Fund or the Fund, as
applicable);

     (4) purchase or sell commodities or commodities contracts in the ordinary
course of business (the foregoing shall not preclude the Master Fund or the Fund
from purchasing or selling futures contracts or options thereon);

     (5) underwrite securities issued by other persons, except that all or any
portion of the assets of the Master Fund or the Fund may be invested in one or
more investment companies, to the extent not prohibited by the 1940 Act, the
rules and regulations thereunder, and exemptive orders granted under such Act,
and except insofar as the Master Fund or the Fund may technically be deemed an
underwriter under the 1933 Act, in selling a security;

     (6) 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; or

     (7) invest more than 25% of its assets in any one industry except that all
or any portion of the assets of the Master Fund or the Fund may be invested in
one or more investment companies, to the extent not prohibited by the 1940 Act,
the rules and regulations thereunder, and exemptive orders granted under such
Act.

     For purposes of restriction (1) above, covered mortgage dollar rolls and
arrangements with respect to securities lending are not treated as borrowing.

NON-FUNDAMENTAL RESTRICTIONS

     The following policies are not fundamental and may be changed with respect
to the Fund by the Fund without approval of the Fund's shareholders or, with
respect to the Master Fund, by the Master Fund without the approval of the Fund
or the other investors in the Master Fund. The Fund will comply with the state
securities laws and regulations of all states in which it is registered.

     Neither the Master Fund nor the Fund will, as a matter of operating policy:

     (1) as to 75% of its total assets, purchase securities of any issuer if
such purchase at the time thereof would cause more than 5% of the Master Fund's
or the Fund's, as applicable, total assets (taken at market value) to be
invested in the securities of such issuer (other than securities or obligations
issued or guaranteed by (a) the United States, (b) any state or political
subdivision thereof, (c) any political subdivision of any such state, or (d) any
agency or instrumentality of the United States, any state or


                                      -25-

political subdivision thereof, or any political subdivision of any such state),
provided that, for purposes of this restriction, (i) the issuer of an option or
futures contract shall not be deemed to be the issuer of the security or
securities underlying such contract and (ii) each of the Master Fund and the
Fund may invest all or any portion of its assets in one or more investment
companies to the extent not prohibited by the 1940 Act, the rules and
regulations thereunder, and exemptive orders granted under such Act; or

     (2) as to 75% of its total assets, purchase securities of any issuer if
such purchase at the time thereof would cause more than 10% of the voting
securities of such issuer to be held by the Master Fund or the Fund, as
applicable, provided that, for purposes of this restriction, (a) the issuer of
an option or futures contract shall not be deemed to be the issuer of the
security or securities underlying such contract and (b) each of the Master Fund
and the Fund may invest all or any portion of its assets in one or more
investment companies to the extent not prohibited by the 1940 Act, the rules and
regulations thereunder, and exemptive orders granted under such Act.

     Neither the Master Fund nor the Fund will, as a matter of operating policy,
invest more than 15% of its net assets in illiquid securities, except that each
of the Master Fund and the Fund may invest all or any portion of its assets in
one or more investment companies, to the extent not prohibited by the 1940 Act
or the rules and regulations thereunder.

     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 policy, 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 Submanager). The Fund will give its
shareholders 60 days' prior notice of any change in the non-fundamental policy
set forth in this paragraph.

     In addition, the Master 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 policy, 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 Submanager). The Master Fund will provide
its investors, including the Fund, with at least 60 days' prior notice of any
change in the non-fundamental policy set forth in this paragraph.

PERCENTAGE AND RATING RESTRICTIONS

     If a percentage restriction or rating restriction on investment or
utilization of assets set forth above or referred to in the Prospectus is
adhered to at the time an investment is made or assets are so utilized, a
subsequent change in circumstances will not be considered a violation of policy;
provided that if at any time the ratio of borrowings of the Master Fund or the
Fund to the net asset value of the Master Fund or the Fund, respectively,
exceeds the ratio permitted by Section 18(f) of the 1940 Act, the Master Fund or
the Fund, as the case may be, will take the corrective action required by
Section 18(f).


                                      -26-

                      3. DETERMINATION OF NET ASSET VALUE;
                       VALUATION OF PORTFOLIO SECURITIES;
                    ADDITIONAL PURCHASE AND SALE INFORMATION

     The net asset value of each share of each class of the Fund is determined
each day on which the NYSE is open for trading ("Fund Business Day"). As of the
date of this Statement of Additional Information, the NYSE is open for trading
every weekday, except in an emergency and 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 Day. This
determination of net asset value of shares of each class of the Fund is made
once during each such day as of the close of regular trading of the NYSE by
dividing the value of the net assets of the applicable class (i.e., the value of
its investment in the Master Fund and any other assets less its liabilities,
including expenses payable or accrued) by the number of shares of the class
outstanding at the time the determination is made. Purchases and redemptions
will be effected at the time of the next determination of net asset value
following the receipt of any purchase or redemption order deemed to be in good
order. See "Shareholder Manual" in the Prospectus.

     The value of the Master Fund's net assets (i.e., the value of its
securities and other assets less its liabilities, including expenses payable or
accrued) is determined at the same time and on the same day as the Fund
determines its net asset value per share of each class. The net asset value of
the investment of each class of the Fund in the Master Fund is equal to that
class' pro rata share of the total investment of the class and of other
investors in the Master Fund less that class' pro rata share of the Master
Fund's liabilities.

     Securities listed or traded on national securities exchanges are valued at
the last sale price or, if there have been no sales that day, at the mean of the
current bid and ask price which represents the current value of the security.
Securities listed on the NASDAQ National Market System are valued using the
NASDAQ Official Closing Price (the "NOCP"). If an NOCP is not available for a
security listed on the NASDAQ National Market System, the security will be
valued at the last sale price or, if there have been no sales that day, at the
mean of the current bid and ask price. Options and futures contracts are
normally valued at the settlement price on the exchange on which they are
traded.

     Securities that are primarily traded on foreign exchanges generally are
valued at the closing price of such securities on their respective exchanges,
except that if the Manager or Submanager, as applicable, is of the opinion that
such price would result in an inappropriate value for a security, including as a
result of an occurrence subsequent to the time a value was so established, then
the fair value of those securities may be determined by consideration of other
factors by or under the direction of the Board of Trustees or its delegates. In
valuing assets, prices denominated in foreign currencies are converted to U.S.
dollar equivalents at the current exchange rate.

<R>
     Bonds and other fixed income securities (other than short-term obligations)
are valued on the basis of valuations furnished by independent pricing services,
use of which has been approved for the Master Fund and the Fund by the Board of
Trustees of the Master Trust or the Trust, as applicable. In making such
valuations, the pricing services utilize both dealer supplied valuations and
electronic data processing techniques which take into account appropriate
factors such as institutional size trading in similar groups of securities,
yield, quality, coupon rate, maturity, type of issue, trading characteristics,
and other market data, without exclusive reliance upon quoted prices or exchange
or over the counter prices, since such valuations are believed to reflect more
accurately the fair value of such securities.
</R>

     Short-term obligations (maturing in 60 days or less) are valued at
amortized cost, which constitutes fair value as determined by the Board of
Trustees. Amortized cost involves valuing an


                                      -27-

instrument at its original cost to the Master Fund or the Fund, as applicable,
and thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument.

<R>
     Interest income on long-term obligations is determined on the basis of
interest accrued plus amortization of "original issue discount" (generally, the
difference between issue price and stated redemption price at maturity) and
premiums (generally, the excess of purchase price over stated redemption price
at maturity). Interest income on short-term obligations is determined on the
basis of interest accrued less amortization of premium.

     All other securities and other assets of the Master Fund or the Fund for
which market quotations are determined to be not readily available will be
valued using fair value procedures established by and under the supervision of
the Board of Trustees. The frequency with which the Master Fund's and the Fund's
investments will be valued using fair value pricing is primarily a function of
the types of securities and other assets in which the Master Fund or the Fund,
as applicable, invests pursuant to its investment objective, strategies and
limitations.

     Investments that may be valued using fair value pricing include, but are
not limited to: (i) an unlisted security related to corporate actions; (ii) a
restricted security (i.e., one that may not be publicly sold without
registration under the Securities Act of 1933); (iii) a security whose trading
has been suspended or which has been de-listed from its primary trading
exchange; (iv) a security that is thinly traded; (v) a security in default or
bankruptcy proceedings for which there is no current market quotation; (vi) a
security affected by extreme market conditions; (vii) a security affected by
currency controls or restrictions; and (viii) a security affected by a
significant event (i.e., an event that occurs after the close of the markets on
which the security is traded but before the time as of which the Master Fund's
or Fund's, as applicable, net asset value is computed and that may materially
affect the value of the Master Fund's or the Fund's, as applicable,
investments). Examples of events that may be "significant events" are government
actions, natural disasters, armed conflict, acts of terrorism, and significant
market fluctuations.

     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 Master Fund or the Fund, as applicable, would 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: (a) the fundamental analytical
data relating to the investment, (b) the nature and duration of restrictions on
disposition of the securities, and (c) 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.

     Valuing the Master Fund's and the Fund's investments using fair value
pricing will result in using prices for those investments that may differ from
current market prices. In addition, fair value pricing could have the benefit of
reducing potential arbitrage opportunities presented by a lag between a change
in the value of the Master Fund's or the Fund's investments and the reflection
of that change in the Master Fund's or the Fund's net asset value.
</R>


                                      -28-

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

     Shares may be purchased directly from the Distributor or through Service
Organizations (see "Transfer Agent, Custodian, and Service Organizations" below)
by clients of those Service Organizations. If an investor purchases shares
through a Service Organization, the Service Organization must promptly transmit
such order to the appropriate Fund so that the order receives the net asset
value next determined following receipt of the order. Investors wishing to
purchase shares through a Service Organization should contact that organization
directly for appropriate instructions. Investors making purchases through a
Service Organization should be aware that it is the responsibility of the
Service Organization to transmit orders for purchases of shares by its customers
to the Transfer Agent and to deliver required funds on a timely basis.

     The Fund has authorized certain brokers to accept on its behalf purchase
and redemption orders and has authorized these brokers to designate
intermediaries to accept such orders. The Fund will be deemed to have received
such an order when an authorized broker or its designee accepts the order.
Orders will be priced at the appropriate Fund's net asset value next computed
after they are accepted by an authorized broker or designee. Investors may be
charged a fee if they effect transactions in Fund shares through a broker or
agent.

                       EXCESSIVE TRADING AND MARKET TIMING

     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 market timing, it cancels the transaction if
possible and closes the account and/or broker number to prevent any future
activity. The Fund does not maintain any arrangements to permit excessive
trading and market timing activities.

<R>
     In addition, 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 a shareholder sells or exchanges shares after
holding them less than 60 days. The redemption fee will be deducted from a
shareholder's redemption proceeds and returned to the Fund. If a shareholder
acquired shares on different days, the "first in, first out" (FIFO) method is
used to determine the holding period. This means that the shares held the
longest will be redeemed first for purposes of determining whether the
redemption fee applies.

     The redemption fee is not imposed on: (i) shares acquired as a result of
reinvestment of dividends or distributions; (ii) shares purchased, exchanged, or
redeemed by means of a preapproved Automatic Investment Plan or Systematic
Withdrawal Plan arrangement; (iii) shares redeemed or exchanged by omnibus
accounts maintained by intermediaries that do not have the systematic capability
to process the redemption fee; (iv) shares redeemed or exchanged through certain
qualified retirement plans that do not have the systematic capability to process
the redemption fee; (v) shares redeemed following the death of a shareholder;
(vi) shares redeemed on the initiation of the Fund (e.g., for failure to meet
account minimums; (vii) redemptions or exchanges of $5,000 or less; or (viii)
shares redeemed as a result of any changes in account registration.
</R>

     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


                                      -29-

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. The Fund encourages intermediaries that maintain omnibus
accounts and retirement plan administrators to develop systems to impose mutual
fund redemption fees. Because omnibus accounts aggregate individual investor
transactions, it is difficult for the Fund to review transactions of any
specific individual investor without the assistance of the financial
intermediary that maintains the omnibus account.

                  4. MANAGEMENT OF THE FUND AND THE MASTER FUND

     The management and affairs of the Trust and the Fund are supervised by the
Trust's Board of Trustees under the laws of the Commonwealth of Massachusetts.
The management and affairs of the Master Fund are supervised by the Board of
Trustees of Domini Social Trust (the "Master Trust") under the laws of the State
of New York.

     The Trustees and officers of the Trust and the Master Trust, their ages,
their principal occupations during the past five years, the number of investment
companies in the Domini family of funds that the Trustees oversee, and other
directorships held, are set forth below. Their titles may have varied during
that period. Each Trustee holds office until his or her successor is elected or
until he or she retires, resigns, dies, or is removed from office.

     Asterisks indicate that those Trustees and officers are "interested
persons" (as defined in the 1940 Act) of the Trust and the Master Trust. Each
Trustee and officer of the Trust or Master Trust noted as an "interested person"
is interested by virtue of his or her position with Domini as described in the
table below. Unless otherwise indicated below, the address of each Trustee and
officer is 536 Broadway, 7th Floor, New York, New York 10012.

             TRUSTEES AND OFFICERS OF THE TRUST AND THE MASTER TRUST
<R>
<TABLE>


                     POSITION(S) HELD
                    WITH THE TRUST AND                                     NUMBER OF FUNDS AND
                     THE MASTER TRUST                                     PORTFOLIOS IN DOMINI
                    AND LENGTH OF TIME   PRINCIPAL OCCUPATION(S) DURING      FAMILY OF FUNDS     OTHER DIRECTORSHIPS
  NAME AND AGE            SERVED                  PAST 5 YEARS             OVERSEEN BY TRUSTEE    HELD BY TRUSTEE(1)
- ------------------ --------------------- -------------------------------- ---------------------- ---------------------
INTERESTED
TRUSTEE AND
OFFICER:

Amy L. Domini*     Chair, Trustee, and   CEO (since 2002), President                8                    None
Age: 55            President of the      (2002-June, 2005), and Manager
                   Trust and the         (since 1997), Domini Social
                   Master Trust since    Investments LLC; Manager, DSIL
                   1990                  Investment Services LLC (since
                                         1998); Manager, Domini Holdings LLC
                                         (holding company) (since 2002); Tom's
                                         of Maine, Inc. (natural care products)
                                         (2004); Board Member, Progressive
                                         Government Institute (nonprofit
                                         education on executive branch of the
                                         federal government) (since 2003); Board
                                         Member, Financial Markets Center
</R>

</TABLE>


                                      -30-
<R>
<TABLE>

                     POSITION(S) HELD
                    WITH THE TRUST AND                                     NUMBER OF FUNDS AND
                     THE MASTER TRUST                                     PORTFOLIOS IN DOMINI
                    AND LENGTH OF TIME   PRINCIPAL OCCUPATION(S) DURING      FAMILY OF FUNDS     OTHER DIRECTORSHIPS
  NAME AND AGE            SERVED                  PAST 5 YEARS             OVERSEEN BY TRUSTEE    HELD BY TRUSTEE(1)
- ------------------ --------------------- -------------------------------- ---------------------- ---------------------

                                         (nonprofit financial markets research
                                         and education resources provider)
                                         (2002-2004); Trustee, New England
                                         Quarterly (periodical) (since 1998);
                                         Trustee, Episcopal Church Pension Fund
                                         (since 1994); CEO, Secretary, and
                                         Treasurer, KLD Research & Analytics,
                                         Inc. (social research provider)
                                         (1990-2000); Private Trustee, Loring,
                                         Wolcott & Coolidge Office (fiduciary)
                                         (since 1987).

INDEPENDENT
TRUSTEES:

Julia Elizabeth    Trustee of the        Director and President, Alpha              8                    None
Harris             Trust and the         Global Solutions, LLC
Age: 57            Master Trust since    (agribusiness) (since 2004);
                   1999                  Trustee, Fiduciary Trust
                                         Company (financial institution) (since
                                         2001); Vice President, UNC Partners,
                                         Inc. (financial management) (since
                                         1990).

Kirsten S. Moy     Trustee of the        Board Member, Community                    8                    None
Age: 58            Trust and the         Reinvestment Fund (since
                   Master Trust since    2003); Director, Economic
                   1999                  Opportunities Program, The
                                         Aspen Institute (research and
                                         education) (since 2001); Consultant on
                                         Social Investments, Equitable Life/AXA
                                         (1998-2001); Project Director,
                                         Community Development Innovation and
                                         Infrastructure Initiative (research)
                                         (1998-2001).

William C. Osborn  Trustee of the        Manager, Massachusetts Green               8                    None
Age: 61            Trust since 1990      Energy Fund Management 1, LLC
                   Trustee of the        (venture capital) (since
                   Master Trust since    2004); Manager, Commons
                   1997                  Capital Management LLC
                                         (venture capital) (since 2000); Special
                                         Partner/Consultant, Arete Corporation
                                         (venture capital) (since 1999);
                                         Director, World
</TABLE>
</R>

                                      -31-

<R>
<TABLE>

                     POSITION(S) HELD
                    WITH THE TRUST AND                                     NUMBER OF FUNDS AND
                     THE MASTER TRUST                                     PORTFOLIOS IN DOMINI
                    AND LENGTH OF TIME   PRINCIPAL OCCUPATION(S) DURING      FAMILY OF FUNDS     OTHER DIRECTORSHIPS
  NAME AND AGE            SERVED                  PAST 5 YEARS             OVERSEEN BY TRUSTEE    HELD BY TRUSTEE(1)
- ------------------ --------------------- -------------------------------- ---------------------- ---------------------


                                         Power Technologies, Inc. (power
                                         equipment production) (1999-2004);
                                         Director, Investors' Circle
                                         (socially responsible investor
                                         network) (since 1999).

Karen Paul         Trustee of the        Professor of Management and                8                    None
Age: 60            Trust since 1990      International Business,
                   Trustee of the        Florida International
                   Master Trust since    University (since 1990);
                   1997                  Visiting Professor, Escuela
                                         Graduado Administracion Direccion
                                         Empresas, Instituto Tecnologico y de
                                         Estudios Superiores de Monterrey
                                         (2004); Professor, Catholic University
                                         of Bolivia (2003); Fulbright Fellow,
                                         U.S. Department of State (2003).

Gregory A.         Trustee of the        Community Investment                       8                    None
Ratliff            Trust and the         Consultant (self-employment)
Age: 45            Master Trust since    (since 2002); Senior Fellow,
                   1999                  The Aspen Institute (research
                                         and education) (2002);
                                         Director, Economic
                                         Opportunity, John D. and
                                         Catherine T. MacArthur
                                         Foundation (private
                                         philanthropy) (1997-2002).

John L. Shields    Trustee of the        Managing Director, Navigant                8                    None
Age: 52            Trust and the         Consulting, Inc. (management
                   Master Trust since    consulting firm) (since 2004);
                   2004                  Advisory Board Member,
                                         Vestmark, Inc. (software
                                         company) (since 2003);
                                         Managing Principal, Shields
                                         Smith & Webber LLC (management
                                         consulting firm) (2002-2004);
                                         President and CEO, Citizens
                                         Advisers, Inc. (1998-2002);
                                         President and CEO, Citizens
                                         Securities, Inc. (1998-2002);
                                         President and Trustee,
                                         Citizens Funds (1998-2002).
</TABLE>
</R>


                                   -32-

<R>
<TABLE>

                     POSITION(S) HELD
                    WITH THE TRUST AND                                     NUMBER OF FUNDS AND
                     THE MASTER TRUST                                     PORTFOLIOS IN DOMINI
                    AND LENGTH OF TIME   PRINCIPAL OCCUPATION(S) DURING      FAMILY OF FUNDS     OTHER DIRECTORSHIPS
  NAME AND AGE            SERVED                  PAST 5 YEARS             OVERSEEN BY TRUSTEE    HELD BY TRUSTEE(1)
- ------------------ --------------------- -------------------------------- ---------------------- ---------------------


Frederick C.       Trustee of the        President's Advisory Board,                8                    N/A
Williamson, Sr.    Trust since 1997      Salve Regina University,
Age: 89            Trustee of the        Newport, R.I. (since 1999);
                   Master Trust since    Board Member, Preserve Rhode
                   1990                  Island (nonprofit
                                         preservation) (since 1999); Board of
                                         Directors, Grow Smart Rhode Island
                                         (nonprofit state planning) (since
                                         1998); Advisor, National Parks and
                                         Conservation Association (1997-2001);
                                         Chairman, Rhode Island Historical
                                         Preservation and Heritage Commission
                                         (state government) (since 1995);
                                         Treasurer and Trustee, RIGHA Foundation
                                         (charitable foundation supporting
                                         healthcare needs) (since 1994);
                                         Trustee, National Park Trust (nonprofit
                                         land acquisition) (since 1983);
                                         Trustee, Rhode Island Black Heritage
                                         Society (nonprofit education) (since
                                         1974); State Historic Preservation
                                         Officer (state government) (since
                                         1969).
</TABLE>
</R>


                                   -33-

<R>
<TABLE>

                     POSITION(S) HELD
                    WITH THE TRUST AND                                     NUMBER OF FUNDS AND
                     THE MASTER TRUST                                     PORTFOLIOS IN DOMINI
                    AND LENGTH OF TIME   PRINCIPAL OCCUPATION(S) DURING      FAMILY OF FUNDS     OTHER DIRECTORSHIPS
  NAME AND AGE            SERVED                  PAST 5 YEARS             OVERSEEN BY TRUSTEE    HELD BY TRUSTEE(1)
- ------------------ --------------------- -------------------------------- ---------------------- ---------------------

OFFICERS:

<R>
Megan L. Dunphy*   Secretary of the      Mutual Fund Counsel, Domini               N/A                   N/A
Age:  35           Trust and the         Social Investments LLC (since
                   Master Trust since    2005); Secretary, Domini Funds
                   2005                  (since 2005); Counsel, ING
                                         (formerly Aetna Financial
                                         Services) (financial services)
                                         (1999-2004).

Adam M. Kanzer*    Chief Legal Officer   General Counsel and Director              N/A                   N/A
Age: 39            of the Trust since    of Shareholder Advocacy (since
                   2003                  1998) and Chief Compliance
                   Chief Legal Officer   Officer (April 2005-May 2005),
                   of the Master Trust   Domini Social Investments LLC;
                   since 2003            Chief Legal Officer (since
                                         2003) and Chief Compliance Officer
                                         (April 2005-July 2005), Domini Funds.

Carole M. Laible*  Treasurer of the      President (since July 2005),              N/A                   N/A
Age: 41            Trust since 1997      Chief Operating Officer (since
                   Treasurer of the      2002) and Financial/Compliance
                   Master Trust since    Officer (1997-2003), Domini
                   1997                  Social Investments LLC;
                                         President and CEO (since 2002), Chief
                                         Compliance Officer (since 2001), Chief
                                         Financial Officer, Secretary, and
                                         Treasurer (since 1998), DSIL Investment
                                         Services LLC; Treasurer, Domini Funds
                                         (since 1997).

Steven D.          Vice President of      Chief Investment Officer                 N/A                   N/A
Lydenberg*         the Trust since 1990   (since 2003) and Member
Age: 59            Vice President of      (since 1997), Domini Social
                   the Master Trust       Investments LLC; Director
                   since 1990             (1990-2003) and Director of
                                          Research (1990-2001), KLD
                                          Research & Analytics, Inc.
                                          (social research provider);
                                          Vice President, Domini Funds
                                          (since 1990).

Maurizio Tallini*  Chief Compliance       Chief Compliance Officer,                N/A                   N/A
Age: 31            Officer of the Trust   Domini Social Investments LLC
                   and the Master Trust   (since May 2005); Chief
                   since July 2005        Compliance Officer, Domini
                                          Funds (since July 2005); Venture
                                          Capital Controller,
</TABLE>
</R>


                                   -34-
<R>
<TABLE>

                     POSITION(S) HELD
                    WITH THE TRUST AND                                     NUMBER OF FUNDS AND
                     THE MASTER TRUST                                     PORTFOLIOS IN DOMINI
                    AND LENGTH OF TIME   PRINCIPAL OCCUPATION(S) DURING      FAMILY OF FUNDS     OTHER DIRECTORSHIPS
  NAME AND AGE            SERVED                  PAST 5 YEARS             OVERSEEN BY TRUSTEE    HELD BY TRUSTEE(1)
- ------------------ --------------------- -------------------------------- ---------------------- ---------------------

                                         Rho Capital Partners (venture
                                         capital) (2001-2005); Manager,
                                         PricewaterhouseCoopers LLP
                                         (independent registered public
                                         accounting firm) (1995-2001).
</TABLE>
</R>

 (1) This includes all directorships (other than those of the Domini Funds) that
are held by each Trustee as a director of a public company or a registered
investment company.

                                   COMMITTEES

<R>
     The Board of Trustees of the Trust has a standing Audit Committee
composed of all of the Trustees who are not "interested persons" of the
Trust within the meaning of the 1940 Act (the "Independent Trustees"). The
Audit Committee will review the internal and external accounting procedures
of the Fund and, among other things, to consider the selection of the
independent certified public accountant for the Fund, to approve all
significant services proposed to be performed by the accountants, and to
consider the possible effect of such services on their independence.

     The Board of Trustees also has a standing Nominating Committee. All of
the Independent Trustees are members of the Nominating Committee. The
Nominating Committee is responsible for, among other things, recommending
candidates to fill vacancies on the Board of Trustees. The Nominating
Committee will consider nominees recommended by shareholders. If you would
like to recommend a nominee to the Nominating Committee, please deliver
your recommendation in writing to the Secretary of the Trust, 536 Broadway,
7th Floor, New York, New York 10012.

              OWNERSHIP OF SHARES IN THE FUND AND IN OTHER ENTITIES

     The Fund is newly offered and has no shareholders as of the date of
this Statement of Additional Information. The following table shows the
amount of equity securities owned by the Trustees in all investment
companies in the Domini family of funds supervised by the Trustees as of
December 31, 2004:

<TABLE>

                                                        AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
                   NAME OF TRUSTEE                     INVESTMENT COMPANIES OVERSEEN BY THE TRUSTEE IN THE
                                                                      DOMINI FAMILY OF FUNDS

  INTERESTED TRUSTEE:

  Amy L. Domini                                                        over $100,000

  INDEPENDENT TRUSTEES:
  Julia Elizabeth Harris                                               $1 -  $10,000
  Kirsten S. Moy                                                       $10,001 -  $50,000
  William C. Osborn                                                    $50,001 -  $100,000
  Karen Paul                                                           $50,001 -  $100,000
  Gregory A. Ratliff                                                   $1 -  $10,000
  John L. Shields                                                      N/A
  Frederick C. Williamson, Sr.                                         $50,001 -  $100,000
</TABLE>
</R>


                                   -35-


                     COMPENSATION AND INDEMNITY OF TRUSTEES

<R>
     Information regarding compensation paid to the Trustees by the Trust
for the fiscal year ended July 31, 2005, is set forth below. Ms. Domini is
not compensated by the Trust for her service as a Trustee because of her
affiliation with Domini.

     Each of the Independent Trustees receives an annual retainer for
serving as a Trustee of the Trust, the Master Trust, the Domini
Institutional Trust and the Domini Advisor Trust of $10,000, and in
addition, receives $1,500 for attendance at each joint meeting of the
Boards of the Trust, the Master Trust, the Domini Institutional Trust and
the Domini Advisor Trust (reduced to $625 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.

<TABLE>

                                                                                                  TOTAL COMPENSATION FROM
                                                                                                   THE TRUST, THE MASTER
                                                      PENSION OR RETIREMENT    ESTIMATED ANNUAL      TRUST, THE DOMINI
                                       AGGREGATE       BENEFITS ACCRUED AS      BENEFITS UPON       INSTITUTIONAL TRUST,
                                     COMPENSATION     PART OF FUND EXPENSES       RETIREMENT       AND THE DOMINI ADVISOR
         NAME OF TRUSTEE           FROM THE TRUST(1)                                                 TRUST PAID TO THE
                                                                                                         TRUSTEE(2)

INTERESTED TRUSTEE:

Amy L. Domini                            None                  None                  None                   None

INDEPENDENT TRUSTEES:
Julia Elizabeth Harris                 $7,419.62               None                  None                 $16,875
Kirsten S. Moy                         $7,699.32               None                  None                 $17,500
William C. Osborn                      $7,972.92               None                  None                 $18,125
Karen Paul                             $7,146.02               None                  None                 $16,250
Gregory A. Ratliff                     $7,695.21               None                  None                 $17,500
John L. Shields                        $7,972.92               None                  None                 $18,125
Frederick C. Williamson, Sr.           $7,695.21               None                  None                 $17,500
</TABLE>

(1) For the fiscal year ended July 31, 2005, Independent Trustees received
    $1,250 for attendance in person at each joint meeting of the Boards.
(2) As of July 31, 2005, there were five funds in the Domini family of funds.

     The Trustees who are not "interested persons" (the "Independent
Trustees") of the Trust as defined by the 1940 Act, are the same as the
Independent Trustees of the Master Trust. Any conflict of interest between
the Fund and the Master Fund will be resolved by the Trustees in accordance
with their fiduciary obligations and in accordance with the 1940 Act. The
Trust'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 Trust, unless, as to liability to the
Trust or its shareholders, it is finally adjudicated that the Indemnified
Parties engaged in willful 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 Trust. 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
</R>


                                   -36-
<R>
Trustees or in a written opinion of independent counsel, that such
Indemnified Parties have not engaged in willful misfeasance, bad faith,
gross negligence, or reckless disregard of their duties.
</R>

            APPROVAL OF MANAGEMENT AND SUBMANAGEMENT AGREEMENTS

<R>
     At a meeting held on July 22, 2005, the Board of Trustees considered
the approval of the Management Agreement between the Master Fund and Domini
(the "Master Fund Management Agreement"), the Management Agreement between
the Fund and Domini (the "Fund Management Agreement and, collectively with
the Master Fund Management Agreement, the "Management Agreements") and the
Submanagement Agreement between Domini and Wellington Management (the
"Submanagement Agreement").

     In advance of the meeting, the Independent Trustees submitted to
Domini a written request for information in connection with their
consideration of the management and distribution arrangements for the
Master Fund and the Fund. The Trustees, received, reviewed and considered,
among other things:

     (i) a report based on information provided by Strategic Insight that
compared the proposed fees and expenses of each of the Master Fund and the
Fund to those of a peer group of socially responsible funds with a global
or international objective (per Morningstar) and the top ten (measured by
assets under management), non-socially responsible funds that focus on
investing in European stocks (per Morningstar) as of April 30, 2005;

     (ii) a report from Domini regarding the proposed investment strategies
and techniques for the Master Fund, including the proposed social screens
to be applied to the Master Fund's investments;

     (iii) reports from and presentations by Domini regarding the process
by which they decided to propose Wellington Management as the submanager of
the Master Fund and a summary of the reference checks performed by Domini
on Wellington Management;

     (iv) reports from and presentations by Domini that described (a) the
nature, extent and quality of the services proposed to be provided by
Domini to each of the Master Fund and the Fund, (b) the fees and other
amounts proposed to be paid to Domini under the Management Agreements for
each of the Master Fund and the Fund, including information as to the fees
charged and services provided to other clients, (c) certain information
about Domini's compliance program and procedures and any regulatory issues,
(d) brokerage practices, including soft dollar practices, (e) Domini's
proxy voting policies and procedures, and (f) Domini's code of ethics;

     (v) reports from and presentations by Wellington Management that
described (a) the nature, extent and quality of the services proposed to be
provided by Wellington Management to the Master Fund, (b) the fees and
other amounts proposed to be paid to Wellington Management under the
Submanagement Agreement with respect to the Master Fund, including
information as to the fees charged and services provided to other
Wellington Management clients, (c) certain information regarding Wellington
Management's, ownership structure, clients and investment process, (d)
certain information regarding Wellington Management's performance in
managing similar accounts, (e) certain information about Wellington
Management's compliance program and procedures and any regulatory issues,
(f) brokerage practices, including soft dollar practices, and (g)
Wellington Management's code of ethics; and

     (vi) reports and information from Domini concerning the proposed
distribution arrangements for the Fund.
</R>


                                   -37-

<R>
     The Trustees, including all of the Independent Trustees, concluded
that each of Domini and Wellington Management had the capabilities,
resources and personnel necessary to manage the Master Fund and that Domini
had the capabilities, resources and personnel necessary to manage and
provide administrative services to the Fund. The Board further concluded
that, based on the services to be provided by each of Domini and Wellington
Management to the Master Fund and the Fund pursuant to the Management
Agreements and the Submanagement Agreement, the fees paid by similar funds
and taking into account the agreed-upon fee waivers and such other matters
as the Trustees considered relevant in the exercise of their reasonable
judgment, the compensation proposed to be paid to each of Domini and
Wellington Management under those Agreements was fair and reasonable.

     In reaching their determination to approve the Management and
Submanagement Agreements, the Trustees considered a variety of factors they
believed relevant and balanced a number of considerations. In their
deliberations, the Trustees did not identify any particular information or
factor that was all-important or controlling. The primary factors and the
conclusions are described below.

     Nature, Quality, and Extent of Services Provided

     The Trustees noted that pursuant to the Management Agreements, Domini,
subject to the direction of the Board, will be responsible for providing
advice and guidance with respect to the Master Fund and the Fund and for
managing the investment of the assets of the Master Fund, which it will do
by engaging and overseeing the activities of Wellington Management. It was
noted that Domini will apply the social screens to a portfolio of
securities provided by Wellington Management and that Wellington Management
will provide the day-to-day portfolio management of the Master Fund,
including making purchases and sales of socially screened portfolio
securities consistent with the Master Fund's investment objective and
policies. The terms of the Management and Submanagement Agreements were
reviewed the Trustees.

     The Trustees considered the scope of the services to be provided by
each of Domini and Wellington Management under the Management and
Submanagement Agreements and the quality of services provided by Domini to
the other Domini Funds and by Wellington Management to its existing
clients. They considered the professional experience, tenure and
qualifications of each of the portfolio management teams proposed for the
Master Fund and the other senior personnel at Domini and Wellington
Management. They also considered Domini's capabilities and experience in
the development and application of social and environmental screens and its
reputation and leadership in the socially responsible investment community.
In addition, they considered each of Domini's and Wellington Management's
compliance policies and procedures and compliance record.

     The Trustees noted that Domini will also administer each of the Master
Fund's and the Fund's business and other affairs pursuant to the Management
Agreements. It was noted that, among other things, Domini will provide each
of the Master Fund and the Fund with office space, administrative services
and personnel as are necessary for operations. The Trustees considered the
quality of the administrative services Domini provided to the other Domini
Funds, including Domini's role in coordinating the activities of service
providers.

     The Trustees concluded that they were satisfied with the nature,
quality and extent of services to be provided by Domini and Wellington
Management to each of the Master Fund and the Fund under the Management and
Submanagement Agreements.
</R>




                                   -38-

<R>
     Fees and Other Expenses

     The Trustees considered the advisory fees to be paid by the Master
Fund to Domini and the submanagement fees to be paid by Domini to
Wellington Management. The Trustees also considered the management fees to
be paid by the Fund to Domini under the Management Agreement for the Fund.
The Trustees considered the level of each of the Master Fund's and the
Fund's advisory and administrative fees versus the Strategic Insight peer
group described above, as well as each of the Master Fund's and the Fund's
expected total expense ratio compared to those peers.

     The Trustees also reviewed the fees that each of Domini and Wellington
Management charges its other clients with investment objectives similar to
the investment objective of the Master Fund and the Fund. The Trustees
noted that Domini (and not the Master Fund) will pay Wellington Management
from its advisory fee for the Master Fund. The Trustees also considered
that the advisory fees Wellington Management receives with respect to its
other similarly managed clients are within the general range of the
submanagement fee it would receive with respect to the Master Fund.

     The Trustees considered that, based on the information provided by
Strategic Insight, the management fee for each of the Master Fund and the
Fund was within the range of the management fees of its peer group. The
Trustees also considered that, after giving effect to Domini's waiver of a
portion of its fee, the fees paid by each of the Master Fund and the Fund
was lower than the management fees paid by most of the funds in the peer
group.

     The Trustees also considered the expected total expense ratios of the
Master Fund and the Fund and compared them, after giving effect to Domini's
waivers of fees, to the total expense ratios of the peer group. They
concluded that the expected total expense ratio of each of the Master Fund
and the Fund was in the range of expense ratios of the peer group.

     Other Benefits

     The Trustees considered the other benefits which Domini, Wellington
Management and their respective affiliates could be expected to receive
from their relationship with the Master Fund and the Fund.

     The Trustees reviewed the character and amount of payments expected to
be received by Domini and its affiliates, other than in respect of the
Management Agreements, in respect of the Master Fund and the Fund. They
considered that DSIL Investment Services, LLC, a subsidiary of Domini, will
receive 12b-1 fees from the Fund and will retain those fees in certain
circumstances. The Trustees considered that Domini's profitability would be
lower if the benefits described above were not received. The Trustees also
considered the brokerage practices of Domini and Wellington Management. In
addition, the Trustees considered the intangible benefits that may accrue
to Domini and Wellington Management and their respective affiliates by
virtue of their relationship with the Master Fund and the Fund.

     The Trustees concluded that the benefits expected to be received by
each of Domini and Wellington Management and their respective affiliates,
as outlined above, were reasonable in the context of the relationship
between each of Domini and Wellington Management and the Master Fund and
the Fund.

     Economies of Scale

     The Trustees also considered whether economies of scale would be
realized by Domini and Wellington Management as the Master Fund and the
Fund got larger and the extent to which economies
</R>


                                   -39-

<R>
of scale were reflected in the proposed fee schedules. The Trustees noted
that while no breakpoints were currently being proposed, each of the Master
Fund and the Fund will be newly established and will not likely grow to a
size at which breakpoints would be appropriate for some time. The Trustees
also considered the fee waivers proposed by Domini. They concluded that the
fee schedule as proposed was appropriate but noted that they would consider
whether breakpoints should be instituted for the Master Fund and/or the
Fund as Fund assets increased.

     Performance Information

     The Trustees reviewed information provided to them by Wellington
Management regarding the performance of Wellington Management's European
and other sector models for the 2004 calendar year, as well as for the five
years ended December 31, 2004. The Trustees also reviewed Wellington
Management's Global Intersection investment returns for the one-, three-
and five- years ended June 30, 2005, and since inception through June 30,
2005. They compared those returns to the returns of the MSCI Europe Index,
the proposed benchmark for the Master Fund and the Fund, and other relevant
benchmarks for the same periods. While noting the differences between the
investment objectives and strategies of the Master Fund and the Fund from
those of the models and Global Intersection, the Trustees considered the
performance of the models and the Global Intersection to be acceptable when
compared to the relevant benchmarks.

                                     MANAGER

     Domini manages the assets of the Master Fund and the Fund and provides
certain administrative services to the Master Fund and the Fund pursuant to
the separate Management Agreements. The services provided by Domini include
furnishing an investment program for the Master Fund. Domini will have
authority to determine from time to time what securities are purchased,
sold, or exchanged, and what portion of assets of the Master Fund is held
uninvested. Domini will also perform such administrative and management
tasks for the Master Fund and the Fund as may from time to time be
reasonably requested, including: (a) maintaining office facilities and
furnishing clerical services necessary for maintaining the organization of
the Master Fund and the Fund and for performing administrative and
management functions, (b) supervising the overall administration of the
Master Fund and the Fund, including negotiation of contracts and fees with,
and monitoring of performance and billings of, the transfer agent,
shareholder servicing agents, custodian, and other independent contractors
or agents of the Master Fund or the Fund, as applicable, (c) overseeing
(with the advice of the counsel to the Master Fund and the Fund) the
preparation of and, if applicable, the filing of all documents required for
compliance by the Master Fund and the Fund 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, (d) preparing agendas and supporting
documents for, and minutes of meetings of, the Trustees, committees of the
Trustees, and shareholders, (e) arranging for maintenance of the books and
records of the Master Fund and the Fund, (f) maintaining telephone coverage
to respond to investor and shareholder inquiries; and (g) answering
questions from the general public, the media, and investors in the Master
Fund and shareholders of the Fund regarding the securities holdings of the
Master Fund, limits on investment, and the Master Fund's and the Fund's
proxy voting philosophy and shareholder activism philosophy. Domini
provides persons satisfactory to the Board of Trustees of the Master Trust
and the Trust to serve as officers of the Master Trust and the Trust, as
applicable. Such officers, as well as certain other employees and Trustees
of the Master Trust and the Trust, may be directors, officers, or employees
of Domini or its affiliates. Domini furnishes at its own expense all
facilities and personnel necessary in connection with providing these
services.

     Unless otherwise terminated, the Management Agreement for the Master
Fund will continue in effect if such continuance is specifically approved
by August 1, 2007, and at least annually thereafter by
</R>


                                   -40-

<R>
the Master Trust's Board of Trustees or by a majority of the outstanding
voting securities of the Master Fund at a meeting called for the purpose of
voting on such Management Agreement (with the vote of each investor in the
Master Fund being in proportion to the amount of its investment), and, in
either case, by a majority of the Master Trust's Trustees who are not
parties to such Management Agreement or interested persons of any such
party at a meeting called for the purpose of voting on such Management
Agreement. Unless otherwise terminated, the Management Agreement for the
Fund will continue in effect if such continuance is specifically approved
by August 1, 2007, and at least annually thereafter by the Trust's Board of
Trustees or by a majority of the outstanding voting securities of the Fund
at a meeting called for the purpose of voting on such Management Agreement,
and, in either case, by a majority of the Trust's Trustees who are not
parties to such Management Agreement or interested persons of any such
party at a meeting called for the purpose of voting on such Management
Agreement.

     Each Management Agreement provides that Domini may render services to
others. Domini may employ, at its own expense, or may request that the
Master Fund or the Fund, as applicable, employ (subject to the requirements
of the 1940 Act) one or more subadvisers or submanagers, subject to
Domini's supervision. Each Management Agreement is terminable without
penalty on not more than 60 days' nor less than 30 days' written notice by
the Master Fund or the Fund, as applicable, when authorized either by
majority vote of the outstanding voting securities of the Master Fund (with
the vote of each investor in the Master Fund being in proportion to the
amount of its investment) or by a majority vote of the outstanding voting
securities of the Fund, as applicable, or by a vote of a majority of the
Board of Trustees of the Master Trust or the Trust, as applicable, or by
Domini, and will automatically terminate in the event of its assignment.
Each Management Agreement provides that neither Domini 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 Master Fund or the Fund, as applicable, except for willful misfeasance,
bad faith, or gross negligence or reckless disregard of its or their
obligations and duties under such Management Agreement.

     Under the Management Agreement between the Master Fund and Domini,
Domini's fee for advisory services to the Master Fund is 0.75% of the
average daily net assets of the Master Fund. Domini also provides
administrative services to the Master Fund under the Management Agreement.
Because the Master Fund is newly offered, it has not paid any management
fees as of the date of this Statement of Additional Information.

     Under the Management Agreement between the Fund and Domini, Domini's
fee for services with respect to the Fund is 1.00% of the average daily net
assets of the Fund minus the aggregate management fee allocated to the Fund
by the Master Fund. Currently, Domini is reducing its fee to the extent
necessary to keep the aggregate operating annual expenses of the Fund
(including the Fund's share of the Master Fund's expenses but excluding
brokerage fees and commissions, interest, taxes, and other extraordinary
expenses), net of waivers and reimbursements, at no greater than 1.60% of
the average daily net assets of the shares of the Fund. Because the Fund is
newly offered, it has not paid any management fees as of the date of this
Statement of Additional Information.
</R>

     Domini is a Massachusetts limited liability company with offices at
536 Broadway, 7th Floor, New York, NY 10012, and is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"). The names of the members of Domini and their
relationship to the Trust and to the Master Trust, if any, are as follows:
Amy L. Domini, Chair of the Board and President of the Trust and the Master
Trust and the Manager and Chief Executive Officer of Domini; Steven D.
Lydenberg, Vice President of the Trust and the Master Trust and Chief
Investment Officer of Domini; James E. Brooks; Jotham C. Kinder; John G.
Kinder; Dal LaMagna; Domini Holdings LLC; and Committed Capital, LLC.


                                   -41-

                                   SUBMANAGER

<R>
     Wellington Management manages the assets of the Master Fund pursuant
to the Submanagement Agreement. The Submanager furnishes at its own expense
all services, facilities, and personnel necessary in connection with
managing the Master Fund's investments and effecting securities
transactions for the Master Fund. The Submanagement Agreement will continue
in effect if such continuance is specifically approved by August 1, 2007,
and at least annually thereafter by the Master Trust's Board of Trustees or
by a majority vote of the outstanding voting securities of the Master Fund
at a meeting called for the purpose of voting on the Submanagement
Agreement (with the vote of each investor in the Master Fund being in
proportion to the amount of its investment), and by a majority of the
Master Trust'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.

     Wellington Management is a Massachusetts limited liability partnership
with principal offices at 75 State Street, Boston, Massachusetts 02109.
Wellington Management is a professional investment counseling firm which
provides investment services to investment companies, employee benefit
plans, endowments, foundations and other institutions. Wellington
Management and its predecessor organizations have provided investment
advisory services since 1928. As of June 30, 2005, Wellington Management
had investment management authority with respect to approximately $484
billion in assets. Wellington Management is owned by its 86 active
partners, all of whom are active in the firm. The managing partners of
Wellington Management are Laurie A. Gabriel, John R. Ryan, and Perry M.
Traquina.

     Ms. Sylvia S. Han, CFA, is the portfolio manager primarily responsible
for the day-to-day management of the Master Fund. Ms. Han joined Wellington
Management as an investment professional in 1990. In addition to her
responsibilities regarding the Master Fund, as of June 30, 2005, Ms. Han
has day-to-day management responsibilities for the assets of: (i) no other
registered investment companies; (ii) one other pooled investment vehicle
with approximately $2,500,000 in assets under management; and (iii) six
other accounts with a total of approximately $800,000 in assets under
management. None of these funds or accounts pay performance-based fees to
Wellington Management.

     Ms. Doris T. Dwyer, provides portfolio management and securities
analysis services to the Master Fund. Ms. Dwyer joined Wellington
Management as an investment professional in 1998. In addition to her
responsibilities regarding the Master Fund, as of June 30, 2005, Ms. Dwyer
has day-to-day management responsibilities for the assets of: (i) five
other registered investment companies with approximately $1,412,500,000 in
assets under management; (ii) three other pooled investment vehicles with
approximately $125,300,000 in assets under management; and (iii) 13 other
accounts with a total of approximately $2,612,300,000 in assets under
management. Two of these funds or accounts (with $246,400,000 in aggregate
assets) pay performance-based fees to Wellington Management.

CONFLICTS OF INTEREST BETWEEN THE MASTER FUND AND OTHER ACCOUNTS
SUB-ADVISED BY WELLINGTON MANAGEMENT

     Individual investment professionals at Wellington Management manage
multiple portfolios for multiple clients. These accounts may include mutual
funds, separate accounts (assets managed on behalf of institutions such as
pension funds, insurance companies, foundations), bank common trust
accounts, and hedge funds. The Wellington Management investment
professionals listed above who are primarily responsible for the day-to-day
management of the Master Fund (the "Investment Professionals") generally
manage portfolios in several different investment styles. These portfolios
may have investment objectives, strategies, time horizons, tax
considerations and risk profiles that differ from those of the Master Fund.
The Investment Professionals make investment decisions for each portfolio,
including the
</R>


                                   -42-

<R>
Master Fund, based on the investment objectives, policies, practices,
benchmarks, cash flows, tax and other relevant investment considerations
applicable to that portfolio. Consequently, the Investment Professionals
may purchase or sell securities, including IPOs, for one portfolio and not
another portfolio, and the performance of securities purchased for one
portfolio may vary from the performance of securities purchased for other
portfolios. The Investment Professionals or other investment professionals
at Wellington Management may place transactions on behalf of other accounts
that are directly or indirectly contrary to investment decisions made on
behalf of the Master Fund, or make investment decisions that are similar to
those made for the Master Fund, both of which have the potential to
adversely impact the Master Fund depending on market conditions. For
example, an Investment Professional may purchase a security in one
portfolio while appropriately selling that same security in another
portfolio. In addition, some of these portfolios have fee structures,
including performance fees, that are or have the potential to be higher, in
some cases significantly higher, than the fees paid by the Domini to
Wellington Management with respect to the Master Fund. Because incentive
payments are tied to revenues earned by Wellington Management, and where
noted, to the performance achieved by the manager in each account, the
incentives associated with any given fund may be significantly higher or
lower than those associated with other accounts managed by a given
Investment Professional.

     Wellington Management's goal is to meet its fiduciary obligation to
treat all clients fairly and provide high quality investment services to
all of its clients. Wellington Management has adopted and implemented
policies and procedures, including brokerage and trade allocation policies
and procedures, that it believes address the conflicts associated with
managing multiple accounts for multiple clients. In addition, Wellington
Management monitors a variety of areas, including compliance with primary
fund guidelines, the allocation of IPOs, and compliance with the firm's
Code of Ethics, and places additional investment restrictions on Investment
Professionals who manage hedge funds and certain other accounts.
Furthermore, senior investment and business personnel at Wellington
Management periodically review the performance of Wellington Management's
Investment Professionals. Although Wellington Management does not track the
time an Investment Professional spends on a single portfolio, Wellington
Management does periodically assess whether an Investment Professional has
adequate time and resources to effectively manage the Investment
Professional's various client mandates.

COMPENSATION OF WELLINGTON MANAGEMENT INVESTMENT PROFESSIONALS

     Domini pays Wellington Management a fee based on the assets under
management of the Master Fund as set forth in the Submanagement Agreement
between Wellington Management and Domini with respect to the Master Fund.
Wellington Management pays its investment professionals out of its total
revenues and other resources, including the advisory fees earned with
respect to the Master Fund. The following information relates to the period
ended June 30, 2005.

     Wellington Management's compensation structure is designed to attract
and retain high-caliber investment professionals necessary to deliver high
quality investment management services to its clients. Wellington
Management's compensation of its investment professionals includes a base
salary and incentive components. The base salary for each Investment
Professional is determined by the Investment Professional's experience and
performance in her role as an Investment Professional. Base salaries for
non-partners are reviewed annually and may be adjusted based on the
recommendation of the Investment Professional's business manager, using
guidelines established by Wellington Management's Compensation Committee,
which has final oversight responsibility for base salaries for
non-partners. The Investment Professionals are eligible to receive
incentive payments based on the revenues earned by Wellington Management
from the Master Fund and generally each other portfolio managed by the
Investment Professionals. The Investment Professionals' incentive payments
relating to the Master Fund will be linked to the gross pre-tax performance
of the Master Fund compared to a benchmark which reflects the MSCI Europe
Index (or another benchmark as determined by Wellington Management) as
</R>


                                   -43-

<R>
modified by the application of Domini's social and environmental standards
over one and three year periods, with an emphasis on three year results
once the Master Fund has been in existence for three years or longer.
Wellington Management applies similar incentive compensation structures
(although the benchmarks or peer groups, time periods and rates may differ)
to other portfolios managed by the Investment Professionals, including
portfolios with performance fees. Portfolio-based incentives across all
portfolios managed by a Investment Professionals can, and typically do,
represent a significant portion of a Investment Professional's overall
compensation; performance-based incentive compensation varies significantly
by individual and can vary significantly from year to year. Some Investment
Professionals are also eligible for bonus payments based on their overall
contribution to Wellington Management's business operations. Senior
management at Wellington Management may reward individuals as it deems
appropriate based on factors other than portfolio performance.
</R>

     As the Fund is newly offered, neither Ms. Han nor Ms. Dwyer owns any
equity securities of the Fund.

     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 Fund when authorized either by majority vote of the outstanding
voting securities in the Master Fund (with the vote of each investor in the
Master Fund being in proportion to the amount of their investment) or by a
vote of the majority of the Board of Trustees, or by Domini with the
consent of the Trustees, and may be terminated by the Submanager on not
less than 90 days' written notice to Domini 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 Master Fund, except for
willful misfeasance, bad faith, or gross negligence or reckless disregard
for its or their obligations and duties under the Submanagement Agreement.

<R>
     Under the Submanagement Agreement, Domini will pay Wellington
Management an annual investment submanagement fee equal to the fee based on
the following schedule:
</R>

               0.75% of the first $25 million of net assets managed
               0.65% of the next $25 million of net assets managed
               0.50% of the next $250 million of net assets managed
               0.45% of net assets managed in excess of $300 million

<R>
     There is no minimum annual fee for the first eighteen months after the
date of initial funding of the Master Fund (until April 1, 2007). The
minimum fee payable by Domini to Wellington Management pursuant to the
Submanagement Agreement for the twelve-month period from April 1, 2007, and
each twelve-month period thereafter is $350,000.

     Because the Master Fund is newly established, Domini has not paid
Wellington Management any fees under the Submanagement Agreement as of the
date of this Statement of Additional Information.
</R>

                                   DISTRIBUTOR

     The Fund has adopted a Distribution Plan with respect to its shares.
The Distribution Plan provides that Investor shares of the Fund may pay the
Distributor a fee not to exceed 0.25% per annum of the average daily net
assets of that class as compensation for distribution services provided by
the Distributor in connection with the sale of the Fund's shares, not as
reimbursement for specific expenses incurred. Thus, even if the
Distributor's expenses exceed the fees provided for by the Distribution
Plan, the Fund will not be obligated to pay more than those fees, and, if
the Distributor's expenses are less than


                                   -44-

the fees paid to it, it will realize a profit. The Distributor may use such
fees to pay broker-dealers who advise shareholders regarding the purchase,
sale, or retention of shares of the Fund, the advertising expenses and the
expenses of printing and distributing prospectuses and reports used for
sales purposes, the expenses of preparing and printing sales literature,
and other distribution-related expenses. Because the Fund is newly offered,
it has not paid any distribution fees as of the date of this Statement of
Additional Information.

     The Distribution Plan will continue in effect indefinitely as to a
class if such continuance is specifically approved at least annually by a
vote of both a majority of the Trust's Trustees and a majority of the
Trust's Trustees who are not "interested persons of the Fund" and who have
no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreement related to such Plan ("Independent
Trustees"). The Distributor will provide to the Trustees of the Fund a
quarterly written report of amounts expended by the applicable class under
the Distribution Plan and the purposes for which such expenditures were
made. The Distribution Plan further provides that the selection and
nomination of the Trust's Independent Trustees shall be committed to the
discretion of the Independent Trustees of the Trust. The Distribution Plan
may be terminated as to a class at any time by a vote of a majority of the
Trust's Independent Trustees or by a vote of the shareholders of that
class. The Distribution Plan may not be materially amended with respect to
a class without a vote of the majority of both the Trust's Trustees and
Independent Trustees. The Distributor will preserve copies of any plan,
agreement, or report made pursuant to the Distribution Plan for a period of
not less than six (6) years from the date of the Distribution Plan, and for
the first two (2) years the Distributor will preserve such copies in an
easily accessible place.

     The Fund has entered into a Distribution Agreement with the
Distributor. Under the Distribution Agreement, the Distributor acts as the
agent of the Fund in connection with the offering of shares of the Fund and
is obligated to use its best efforts to find purchasers for shares of the
Fund. The Distributor acts as the principal underwriter of shares of the
Fund and bears the compensation of personnel necessary to provide such
services and all costs of travel, office expenses (including rent and
overhead), and equipment.

              TRANSFER AGENT, CUSTODIAN, AND SERVICE ORGANIZATIONS

     The Fund has entered into a Transfer Agency Agreement with PFPC Inc.
(the "Transfer Agent"), 4400 Computer Drive, Westborough, MA 01581,
pursuant to which PFPC acts as the transfer agent for the Fund. The
Transfer Agent maintains an account for each shareholder of the Fund,
performs other transfer agency functions, and acts as dividend disbursing
agent for the Fund.

     The Fund has entered into a Custodian Agreement with Investors Bank &
Trust Company ("IBT" or the "Custodian"), 200 Clarendon Street, Boston, MA
02116, pursuant to which IBT acts as custodian for the Fund. The Master
Fund has entered into a Transfer Agency Agreement with IBT pursuant to
which IBT acts as transfer agent for the Master Fund. The Master Fund also
has entered into a Custodian Agreement with IBT pursuant to which IBT acts
as custodian for the Master Fund. The Custodian's responsibilities include
safeguarding and controlling the Master Fund's and the Fund's cash and
securities, handling the receipt and delivery of securities, determining
income and collecting interest on the Master Fund's and the Fund'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 Master Fund and the Fund. Securities held by the
Master Fund and the Fund may be deposited into certain securities
depositories. The Custodian does not determine the investment policies of
the Master Fund or the Fund or decide which securities the Master Fund or
the Fund will buy or sell. The Fund may, however, invest in securities of
the Custodian and may deal with the Custodian as principal in securities
transactions.


                                   -45-

     The Fund may from time to time enter into agreements with various
banks, trust companies, broker-dealers (other than the Distributor), or
other financial organizations (collectively, "Service Organizations") to
provide services for the Fund, such as maintaining shareholder accounts and
records. The Fund may pay fees to Service Organizations (which may vary
depending upon the services provided) in amounts up to an annual rate of
0.25% of the daily net asset value of the shares of the Fund owned by
shareholders with whom the Service Organization has a servicing
relationship. In addition, the Fund may reimburse Service Organizations for
their costs related to servicing shareholder accounts. The Fund is newly
offered and has not accrued Service Organization fees as of the date of
this Statement of Additional Information.

                                    EXPENSES

<R>
     Each of the Master Fund and the Fund is responsible for all of its
expenses, including the compensation of its Trustees who are not interested
persons of the Master Trust or the Trust allocable to the Master Fund or
the Fund, as applicable; governmental fees; interest charges; taxes;
membership dues in the Investment Company Institute allocable to the Master
Fund or the Fund; fees and expenses of independent registered public
accounting firms, of legal counsel, and of any transfer agent, custodian,
registrar, or dividend disbursing agent of the Fund or the Master Fund;
insurance premiums; and expenses of calculating the net asset value of the
Master Fund and the Fund.
</R>

     The Fund will also pay sponsorship fees payable to Domini and all
expenses of distributing and redeeming shares and servicing shareholder
accounts; expenses of preparing, printing, and mailing prospectuses,
reports, notices, proxy statements, and reports to shareholders and to
governmental offices and commissions; expenses of shareholder meetings; and
expenses relating to the issuance, registration, and qualification of
shares of the Fund, and the preparation, printing, and mailing of
prospectuses for such purposes.

     The Master Fund will pay the expenses connected with the execution,
recording and settlement of security transactions, and the investment
management fees payable to Domini. The Master Fund also will pay the fees
and expenses of its custodian for all services to the Master Fund,
including safekeeping of funds and securities and maintaining required
books and accounts; expenses of preparing and mailing reports to investors
and to governmental offices and commissions; and expenses of meetings of
investors.

                                 CODES OF ETHICS

<R>
     The Master Fund, the Fund, Domini, Wellington Management, and the
Distributor have each adopted a Code of Ethics (collectively, the "Codes of
Ethics") under Rule 17j-1 under the 1940 Act. The Codes of Ethics permit
personnel subject to the Codes of Ethics to invest in securities, including
securities that may be purchased or held by the Master Fund or the Fund.
The Codes of Ethics can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-202-942-8090.
The Codes of Ethics are available on the EDGAR database on the SEC's
Internet site at http://www.sec.gov, and copies of the Codes of Ethics may
be obtained, after paying a duplicating fee, by electronic request at the
following e-mail address: publicinfo@sec.gov, or by writing the SEC's
Public Reference Section, Washington, DC 20549-0102.
</R>

              5. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     KPMG LLP, 99 High Street, Boston, MA 02110, is the independent
registered public accounting firm for the Master Fund and the Fund,
providing audit services, tax return preparation, and reviews with respect
to the preparation of filings with the SEC.


                                   -46-

                                6. TAXATION

                  TAXATION OF THE FUND AND THE MASTER FUND

FEDERAL TAXES

     The Fund is treated as a separate entity for federal tax purposes
under the Internal Revenue Code of 1986, as amended (the "Code").

     The Fund has elected to be treated and intends to qualify as a
"regulated investment company" under Subchapter M of the Code. Domini plans
to maintain this election in effect for the Fund. As a regulated investment
company, the Fund will not be subject to any federal income or excise taxes
on its net investment income and the net realized capital gains that it
distributes to shareholders in accordance with the timing requirements
imposed by the Code. If the Fund should fail to qualify as a "regulated
investment company" in any year, the Fund would incur a regular corporate
federal income tax upon its taxable income and Fund distributions would
generally be taxable as ordinary dividend income to shareholders.

<R>
     It is anticipated that the Master Fund will be treated as a
partnership for federal income tax purposes. As such, the Master Fund is
not subject to federal income taxation. Instead, the Fund must take into
account its share of the Master Fund's income, gains, losses, deductions,
credits, and other items, without regard to whether it has received any
distributions from the Master Fund.
</R>

FOREIGN INCOME TAXES

<R>
     The Fund may be subject to certain taxes, including without
limitation, taxes imposed by foreign countries with respect to its income
and capital gains. If eligible, the Fund may elect, for United States
federal income tax purposes, to "pass through" foreign income taxes to its
shareholders. The Fund expects to qualify for and make this election.

     For any year that the Fund makes such an election, each shareholder of
the Fund will be required to include in its income an amount equal to his
or her allocable share of such income taxes paid by the Fund to a foreign
country's government and shareholders of the Fund will be entitled, subject
to certain limitations, to credit their portions of these amounts against
their United States federal income tax due, if any, or to deduct their
portions from their United States taxable income, if any. No deductions for
foreign income taxes paid by the Fund may be claimed, however, by
non-corporate shareholders (including certain foreign shareholders
described below) who do not itemize deductions. In addition, shareholders
will not be able to claim a foreign tax credit with respect to taxes paid
by the Fund unless certain holding period requirements are met.
Shareholders that are exempt from tax under Section 501(a) of the Code,
such as pension plans, generally will derive no benefit from this election.
No deduction for such amounts will be permitted to individuals in computing
their alternative minimum tax liability.
</R>

STATE TAXES

     The Fund is organized as a series of the Trust, a Massachusetts
business trust. As long as it qualifies as a "regulated investment company"
under the Code, the Fund will not have to pay Massachusetts income or
excise taxes. The Master Fund is organized as a series of the Master Trust,
a New York trust. The Master Fund is not subject to any income or franchise
tax in the State of New York or the Commonwealth of Massachusetts.


                                   -47-

                            TAXATION OF SHAREHOLDERS

TAXATION OF DISTRIBUTIONS

<R>
     Shareholders of the Fund normally will have to pay federal income
taxes on the dividends and other distributions they receive from the Fund.
Dividends from ordinary income and any distributions from net short-term
capital gains are taxable to shareholders as ordinary income for federal
income tax purposes, whether the distributions are paid in cash or
reinvested in additional shares. Distributions of ordinary dividends to the
Fund's noncorporate shareholders may be treated as "qualified dividend
income," which is taxed at reduced rates, to the extent such distributions
are derived from, and designated by the Fund as, "qualified dividend
income." If more than 95% of the Fund's gross income, calculated without
taking into account long-term capital gains, represents "qualified dividend
income," the Fund may designate, and the Fund's noncorporate shareholders
may then treat, all of those distributions as "qualified dividend income."
"Qualified dividend income" generally is income derived from dividends from
U.S. corporations or from "qualified foreign corporations," which are
corporations that are either incorporated in a U.S. possession or eligible
for benefits under certain U.S. tax treaties. Distributions from a foreign
corporation that is not a "qualified foreign corporation" may nevertheless
be treated as "qualified dividend income" if the applicable stock is
readily tradable on an established U.S. securities market. "Passive foreign
investment companies" are not "qualified foreign corporations."
Distributions of net capital gains (i.e., the excess of net long-term
capital gains over net short-term capital losses), whether paid in cash or
reinvested in additional shares, are taxable to shareholders as long-term
capital gains for federal income tax purposes without regard to the length
of time the shareholders have held their shares.
</R>

     Any Fund dividend that is declared in October, November, or December
of any calendar year, that is payable to shareholders of record in such a
month, and that is paid the following January will be treated as if
received by the shareholders on December 31 of the year in which the
divided is declared.

DIVIDENDS-RECEIVED DEDUCTION

<R>
     If the Fund invests in U.S. corporations, a portion of the ordinary
income dividends paid to the Fund (but none of the Fund's capital gains)
may be eligible for the dividends-received deduction for corporations if
the recipient otherwise qualifies for that deduction with respect to its
holding of Fund shares. Availability of the deduction for a particular
corporate shareholder is subject to certain limitations, and deducted
amounts may be subject to the alternative minimum tax and result in certain
basis adjustments. The portion of the Fund's dividends that is derived from
investments in foreign corporations will not qualify for such deduction.
</R>

"BUYING A DIVIDEND"

     Any Fund distribution will have the effect of reducing the per share
net asset value of shares in the Fund by the amount of the distribution.
Shareholders purchasing shares shortly before the record date of any
distribution may thus pay the full price for the shares and then
effectively receive a portion of the purchase price back as a taxable
distribution.

DISPOSITION OF SHARES

     In general, any gain or loss realized upon a taxable disposition of
shares of the Fund by a shareholder that holds such shares as a capital
asset will be treated as long-term capital gain or loss if the shares have
been held for more than 12 months and otherwise as a short-term capital
gain or loss. However, any loss realized upon a disposition of shares in
the Fund held for six months or less will be


                                   -48-

treated as a long-term capital loss to the extent of any distributions of
net capital gain made with respect to those shares. Any loss realized upon
a disposition of shares may also be disallowed under rules relating to wash
sales.

U.S. TAXATION OF NON-U.S. SHAREHOLDERS

     Dividends and certain other payments (but not including distributions
of net capital gains) to persons who are neither citizens nor residents of
the United States or U.S. entities ("Non-U.S. Persons") are generally
subject to U.S. tax withholding at the rate of 30%. The Fund intends to
withhold at that rate on taxable dividends and other payments to Non-U.S.
Persons that are subject to such withholding. The Fund may withhold at a
lower rate permitted by an applicable treaty if the shareholder provides
the documentation required by the Fund. For Fund taxable years beginning in
2005 through 2007, the 30% withholding tax will not apply to dividends that
the Fund designates as (a) interest-related dividends, to the extent such
dividends are derived from the Fund's "qualified net interest income," or
(b) short-term capital gain dividends, to the extent such dividends are
derived from the Fund's "qualified short-term gain." "Qualified net
interest income" is the Fund's net income derived from interest and from
original issue discount, subject to certain exceptions and limitations.
"Qualified short-term gain" generally means the excess of the net
short-term capital gain of the Fund for the taxable year over its net
long-term capital loss, if any.

BACKUP WITHHOLDING

     The Fund is required in certain circumstances to apply backup
withholding at the rate of 28% on taxable dividends, including capital gain
dividends, redemption proceeds, and certain other payments that are paid to
any non-corporate shareholder (including a Non-U.S. Person) who does not
furnish to the Fund certain information and certifications or who is
otherwise subject to backup withholding. Backup withholding will not,
however, be applied to payments that are (or would be, but for the
application of a treaty) subject to the 30% withholding tax on shareholders
who are Non-U.S. Persons. Any amounts overwithheld may be recovered by such
persons by filing a claim for refund with the U.S. Internal Revenue Service
within the time period appropriate to such claims.

                 EFFECTS OF CERTAIN INVESTMENTS AND TRANSACTIONS

OPTIONS, ETC.

     The Fund's transactions in options, futures contracts, forward
contracts, swaps, and related transactions will be subject to special tax
rules that may affect the amount, timing, and character of Fund income and
distributions to shareholders. For example, certain positions held by the
Fund on the last business day of each taxable year will be marked to market
(e.g., treated as if closed out) on that day, and any gain or loss
associated with the positions will be treated as 60% long-term and 40%
short-term capital gain or loss. Certain positions held by the Fund that
substantially diminish its risk of loss with respect to other positions in
its portfolio may constitute "straddles," and may be subject to special tax
rules that would cause deferral of fund losses, adjustments in the holding
periods of fund securities, and conversion of short-term into long-term
capital losses. Certain tax elections exist for straddles that may alter
the effects of these rules. The Fund intends to limit its activities in
options, futures contracts, forward contracts, swaps, and related
transactions to the extent necessary to meet the requirements of the Code.

FOREIGN SECURITIES

     Special tax considerations apply with respect to foreign investments
of the Fund. Foreign exchange gains and losses realized by the Fund will
generally be treated as ordinary income and losses.


                                   -49-

Use of non-U.S. currencies for non-hedging purposes may have to be limited
in order to avoid a tax on the Fund.

     The foregoing is limited to a discussion of federal taxation. It
should not be viewed as a comprehensive discussion of the items referred to
nor as covering all provisions relevant to investors. Dividends and
distributions may also be subject to state, local, or foreign taxes.
Shareholders should consult their own tax advisers for additional details
on their particular tax status.

            7. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

     Specific decisions to purchase or sell securities for the Master Fund
are made by portfolio managers who are employees of the Submanager and who
are appointed and supervised by its senior officers. The portfolio managers
of the Master Fund may serve other clients of the Submanager in a similar
capacity.

     The primary consideration in placing securities transactions for the
Master Fund 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 Master
Fund 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. The Submanager may also consider
social factors, such as whether the brokerage firm is minority-owned, in
selecting broker-dealers, subject to the Submanager's duty to obtain best
execution. In the case of securities traded in the over-the-counter market
(where no stated commissions are paid but the prices include a dealer's
markup or markdown), the 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. While Submanager generally seeks the best price
in placing its orders, the Master Fund may not necessarily be paying the
lowest price available.

     Notwithstanding the above, in compliance with Section 28(e) of the
Securities Exchange Act of 1934, the Submanager may select brokers who
charge a commission in excess of that charged by other brokers, if the
Submanager determines in good faith that the commission to be charged is
reasonable in relation to the brokerage and research services provided to
the Submanager by such brokers. Research services generally consist of
research or statistical reports or oral advice from brokers and dealers
regarding particular companies, industries or general economic conditions.
The Submanager may also have arrangements with brokers pursuant to which
such brokers provide research services to the Submanager in exchange for a
certain volume of brokerage transactions to be executed by such brokers.
While the payment of higher commissions increases the Master Fund's costs,
the Submanager does not believe that the receipt of such brokerage and
research services significantly reduces its expenses as the Submanager.
Arrangements for the receipt of research services from brokers may create
conflicts of interest.

     Research services furnished to the Submanager by brokers who effect
securities transactions for the Master Fund may be used by the Submanger in
servicing other investment companies and accounts which it manages.
Similarly, research services furnished to Submanager by brokers who effect
securities transactions for other investment companies and accounts which
the Submanager manages may be used by the Submanager in servicing the
Master Fund. Not all of these research services are used by the Submanager
in managing any particular account, including the Master Fund.

<R>
     The Master Fund encourages the Submanager to use minority- and
women-owned brokerage firms to execute the Master Fund's transactions,
subject to the Submanager's duty to obtain best execution. The Submanager
may choose to direct transactions to minority- and women-owned brokerage
</R>


                                   -50-

<R>
firms that will contract for a correspondent broker to execute and clear
the trades. While the Submanager believes that it will obtain best
execution in these transactions, the Master Fund may forgo other benefits
(like research) that it would have received if such transactions were
executed through correspondent brokers directly. The Board of Trustees has
determined that these arrangements are appropriate in light of the overall
philosophy and goals of the Master Fund.
</R>

     No portfolio transactions may be executed with the Manager or the
Submanager, or with any affiliate of the Manager or the Submanager, acting
either as principal or as broker, except as permitted by applicable law.

<R>
     Since the Master Fund is newly established, it has not paid any
brokerage commissions as of the date of this Statement of Additional
Information.
</R>

     In certain instances there may be securities which are suitable for
the Master Fund as well as for one or more of the Submanager's or Domini's
other clients. Investment decisions for the Master Fund and for the
Submanager's or Domini'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
Master Fund is concerned. However, it is believed that the ability of the
Master Fund to participate in volume transactions will produce better
executions for the Master Fund.

          8. DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES

     The Trust is a Massachusetts business trust established under a
Declaration of Trust dated as of March 1, 1990. The Trust's Declaration of
Trust permits the Trust's Board of Trustees to issue an unlimited number of
shares of beneficial interest (par value $0.00001 per share) in separate
series and to divide any such series into classes of shares. Currently the
Fund, the Domini Social Equity Fund and the Domini Social Bond Fund are the
only series offered by the Trust. The Fund has two classes of shares, the
Investor Shares and the Class R Shares. No Class R Shares are being offered
or are outstanding as of the date of this Statement of Additional
Information. Each share of each class represents an equal proportionate
interest in a series with each other share of that Class. Upon liquidation
or dissolution of the Fund, the Fund's shareholders are entitled to share
pro rata in the Fund's net assets available for distribution to its
shareholders. The Trust reserves the right to create and issue additional
series and classes of shares, and to redesignate series and classify and
reclassify classes, whether or not shares of the series or class are
outstanding. The Trust also reserves the right to modify the preferences,
voting powers, rights, and privileges of shares of each class without
shareholder approval. Shares of each series participate equally in the
earnings, dividends, and distribution of net assets of the particular
series upon the liquidation or dissolution (except for any differences
among classes of shares of a series).

     The assets of the Trust received for the issue or sale of the shares
of each series and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are specifically allocated to such
series and constitute the underlying assets of such series. The underlying
assets of each series are segregated on the books of account, and are to be
charged with the liabilities in respect to such series and with such a
share of the general liabilities of the Trust. If a series were unable to
meet its obligations, the assets of all other series might be available to
creditors for that purpose, in which case the assets of such


                                   -51-

other series could be used to meet liabilities which are not otherwise
properly chargeable to them. Expenses with respect to any two or more
series are to be allocated in proportion to the asset value of the
respective series except where allocations of direct expenses can otherwise
be fairly made. The officers of the Trust, subject to the general
supervision of the Trustees, have the power to determine which liabilities
are allocable to a given series, or which are general or allocable to two
or more series. In the event of the dissolution or liquidation of the Trust
or any series, the holders of the shares of any series are entitled to
receive as a class the value of the underlying assets of such shares
available for distribution to shareholders.

     The Trustees of the Trust have the authority to designate additional
series and classes of shares, to divide any series, and to designate the
relative rights and preferences as between the different series and classes
of shares. All shares issued and outstanding will be fully paid and
nonassessable by the Trust, and redeemable as described in this Statement
of Additional Information and in the Prospectus. The Trust may
involuntarily redeem shareholder's shares at any time for any reason the
Trustees of the Trust deem appropriate, including for the following
reasons: (a) in order to eliminate inactive, lost, or very small accounts
for administrative efficiencies and cost savings, (b) to protect the tax
status of the Fund if necessary, and (c) to eliminate ownership of shares
by a particular shareholder when the Trustees determine that the particular
shareholder's ownership is not in the best interests of the other
shareholders of the Fund.

     Each shareholder of the Fund is entitled to one vote for each dollar
of net asset value (number of shares owned times net asset value per share)
represented by the shareholder's shares in the Fund, on each matter on
which the shareholder is entitled to vote. Each fractional dollar amount is
entitled to a proportionate fractional vote. Shareholders of the Fund and
all other series of the Trust will generally vote together on all matters
except when the Trustees determine that only shareholders of a particular
fund, series or class are affected by a particular matter or when
applicable law requires shareholders to vote separately by fund or series
or class. Except when a larger vote is required by applicable law, a
majority of the voting power of the shares voted in person or by proxy on a
matter will decide that matter and a plurality of the voting power of the
shares voted in person or by proxy will elect a Trustee. Shareholders of
the Trust do not have cumulative voting rights, and shareholders owning
more than 50% of the outstanding shares of the Trust may elect all of the
Trustees of the Trust if they choose to do so, and in such event the other
shareholders of the Trust would not be able to elect any Trustee.

     The Trust is not required and has no current intention to hold annual
meetings of shareholders, but the Trust will hold special meetings of the
Trust's or the Fund's shareholders when in the judgment of the Trust's
Trustees it is necessary or desirable to submit matters for a shareholder
vote. Shareholders have the right to remove one or more Trustees under
certain circumstances.

     The Trust may, without shareholder approval, change the Fund's form of
organization, reorganize the Fund, any other series, any class, or the
Trust as a whole into a newly created entity or a newly created series of
an existing entity, or incorporate the Fund, any other series, any class,
or the Trust as a whole as a newly created entity. If recommended by the
Trustees, the Trust, the Fund, any other series, or any class of the Trust
may merge or consolidate or may sell, lease, or exchange all or
substantially all of its assets if authorized at any meeting of
shareholders by a vote of the majority of the outstanding voting securities
(as defined in the 1940 Act) of the Trust voting as a single class or of
the affected fund, series, or class, or by written consent, without a
meeting, of the holders of shares representing a majority of the voting
power of the outstanding shares of the Trust voting as a single class, or
of the affected fund, series or class. The Trust may be terminated at any
time by a vote of the majority of the outstanding voting securities (as
defined in the 1940 Act) of the Trust. The Fund, any other series of the
Trust, or any class of any series, may be terminated at any time by a vote
of the majority of the outstanding voting securities (as defined in the
1940 Act) of the Fund or that series or class, or by the Trustees by
written notice to the


                                   -52-

shareholders of the Fund or that series or class. If not so terminated, the
Trust will continue indefinitely. Except in limited circumstances, the
Trustees may, without any shareholder vote, amend or otherwise supplement
the Trust's Declaration of Trust.

     The Trust's Declaration of Trust provides that, at any meeting of
shareholders of the Trust or of the Fund, a Shareholder Servicing Agent may
vote any shares as to which such Shareholder Servicing Agent is the agent
of record and which are not represented in person or by proxy at the
meeting, proportionately in accordance with the votes cast by holders of
all shares otherwise represented at the meeting in person or by proxy as to
which such Shareholder Servicing Agent is the agent of record. Any shares
so voted by a Shareholder Servicing Agent will be deemed represented at the
meeting for purposes of quorum requirements.

     The Declaration of Trust provides that obligations of the Trust are
not binding upon the Trustees individually but only upon the property of
the Trust, that the Trustees and officers will not be liable for errors of
judgment or mistakes of fact or law, and that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Trust unless, as to liability to the Trust or Fund
shareholders, it is finally adjudicated that they engaged in willful
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 they did not act in good faith in the
reasonable belief that their actions were in the best interests of the
Trust. In the case of settlement, such indemnification will not be provided
unless it has been determined by a court or other body approving the
settlement or other disposition, or by a reasonable determination, based
upon a review of readily available facts, by vote of a majority of
Disinterested Trustees (as defined in the Declaration of Trust) or in a
written opinion of independent counsel, that such Trustees or officers have
not engaged in willful misfeasance, bad faith, gross negligence, or
reckless disregard of their duties.

     Under Massachusetts law, shareholders of a Massachusetts business
trust may, under certain circumstances, be held personally liable as
partners for its obligations and liabilities. However, the Declaration of
Trust contains an express disclaimer of shareholder liability for acts or
obligations of the Fund and provides for indemnification and reimbursement
of expenses out of Fund property for any shareholder held personally liable
for the obligations of the Fund. The Declaration of Trust also provides for
the maintenance, by or on behalf of the Trust and the Fund, of appropriate
insurance (e.g., fidelity bonding and errors and omissions insurance) for
the protection of the Fund and its shareholders and the Trust's Trustees,
officers, employees, and agents covering possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the Fund itself was unable to meet its
obligations.

<R>
     The Trust's Declaration of Trust provides that shareholders may not
bring suit on behalf of the Fund without first requesting that the Trustees
bring such suit. Such demand should be mailed to the Secretary of the Trust
at the Trust's principal office and should set forth in reasonable detail
the nature of the proposed suit and the essential facts relied upon by the
shareholder to support the allegations made in the demand. A Trustee is not
considered to have a personal financial interest in any action or otherwise
be disqualified from ruling on a shareholder demand by virtue of the fact
that such Trustee receives remuneration from his or her service as Trustee
or as a trustee of funds with the same or an affiliated investment adviser
or distributor, or by virtue of the amount of such remuneration.
</R>


                                   -53-

     The Trust's Declaration of Trust provides that by becoming a
shareholder of the Fund, each shareholder shall be expressly held to have
assented to and agreed to be bound by the provisions of the Declaration.

     The Master Fund, in which all of the investable assets of the Fund are
invested, is a series of the Master Trust. The Master Trust is organized as
a trust under the laws of the State of New York. The Master Trust's
Declaration of Trust provides that the Fund and other entities investing in
the Master Fund (i.e., other investment companies, insurance company
separate accounts, and common and commingled trust funds) will each be
liable for all obligations of the Master Fund. However, the risk of the
Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the Master
Fund itself was unable to meet its obligations. Accordingly, the Trust's
Trustees believe that neither the Fund nor its shareholders will be
adversely affected by reason of the Fund's investing in the Master Fund.

     Each investor in the Master Fund, including the Fund, may add to or
reduce its investment in the Master Fund on each Fund Business Day. At the
close of each such business day, the value of each investor's interest in
the Master Fund will be determined by multiplying the net asset value of
the Master Fund by the percentage representing that investor's share of the
aggregate beneficial interests in the Master Fund effective for that day.
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 Master Fund will then be
re-computed as the percentage equal to the fraction, (a) the numerator of
which is the value of such investor's investment in the Master Fund as of
the close of business on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's investment in
the Master Fund effected as of the close of business on such day and (b)
the denominator of which is the aggregate net asset value of the Master
Fund 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 Master Fund by all investors in the Master Fund. The
percentage so determined will then be applied to determine the value of the
investor's interest in the Master Fund as of the close of business on the
following Fund Business Day.

                          9. FINANCIAL STATEMENTS

     The Fund is newly created and does not yet have any financial
statements as of the date of this Statement of Additional Information.

                                 * * * * *

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

<R>
     Investing for Good(SM) is a service mark of KLD Research & Analytics,
Inc., and is used here by permission.
</R>



                                    A-1


                                 APPENDIX A

                    PROXY VOTING POLICIES AND PROCEDURES

<R>
These Proxy Voting Policies and Procedures have been adopted by each of the
Domini Social Index Trust, the Domini European Social Equity Trust, the Domini
Social Equity Fund, the Domini Institutional Social Equity Fund, the Domini
Social Bond Fund, the Domini Social Equity Portfolio, the Domini European Social
Equity Fund and the Domini European Social Equity Portfolio (collectively, the
"Domini Funds" or the "Funds") to ensure that all proxies for securities held by
the Funds are cast in the best interests of the Domini Funds' shareholders, to
whom the Funds owe a fiduciary duty.

The Board of Trustees ("BOT") of the Domini Funds has delegated the
responsibility to vote proxies for the Funds to Domini Social Investments LLC,
the Funds' investment advisor ("Domini" or the "Advisor"). The BOT reviews and
adopts Domini's Proxy Voting Policies and Procedures on an annual basis on
behalf of the Funds, and receives quarterly reports from Domini regarding the
execution of its proxy voting duties.

The BOT also delegates the responsibility for resolving conflicts of interest
that may arise between Domini and the Domini Funds in the execution of the
Advisor's proxy voting duties to the Advisor. Pursuant to Domini's Procedures,
where a significant conflict of interest arises, the BOT expects Domini to
consult with one or more members of the independent trustees to determine an
appropriate course of action (see "Conflicts of Interest" below).

I. THE DOMINI FUNDS' PROXY VOTING GUIDELINES

The following Guidelines summarize the Funds' positions on various issues of
concern to socially responsible investors and indicate how the Funds will vote
their shares on each issue. Because the Funds have a fiduciary duty to vote all
shares in the best interests of the Funds' shareholders, the Funds vote proxies
after considering shareholders' financial interests and social objectives. For
that reason, there may be instances in which the Funds' shares may not be voted
in strict adherence to these Guidelines. The Guidelines have been developed in
cooperation with our social research providers at KLD Research & Analytics to
ensure consistency with the social and environmental standards applied to our
domestic portfolio and our overall stock selection process.

The general principles guiding Domini's proxy voting practices apply globally,
and we will seek to apply these Guidelines consistently in all markets. However,
there are significant differences between the U.S. and other markets that may
require Domini to modify the application of these Guidelines for certain
non-U.S. markets. We may, for example, modify the application of these
guidelines in deference to international differences in corporate governance
structures, disclosure regimes and cultural norms. In addition, due to
particularly onerous procedural impediments in certain countries, we will not
always be assured of our ability to vote our clients' shares.

These Guidelines are subject to change without notice.

INTRODUCTION

As an investment advisor and mutual fund manager, we at Domini Social
Investments LLC ("Domini") have an important opportunity to enhance shareholder
value and corporate accountability through our proxy voting policies. As
socially responsible investors, we have always viewed the proxy voting process
as a critically important avenue through which shareholders can engage with
management on a wide-range of important issues.
</R>



                                    A-2

<R>
We have a fiduciary duty to ensure that the proxy voting responsibilities
entrusted to us are exercised in the best interests of our clients and fund
shareholders (our "investors"). We also believe that our investors have a right
to know how we are exercising these important responsibilities, and to
understand the positions we are taking on their behalf.

We vote all our proxies according to published guidelines, which cover more than
ninety corporate governance, social, and environmental issues. Our Guidelines
were first distributed to Fund shareholders in 1992 and then every year since
1996. The Funds' Board of Trustees has received quarterly reports on how we are
exercising our proxy voting duties since the Funds' inception. In 1999, we
became the first mutual fund manager to publish our actual votes. In 2001, we
petitioned the Securities and Exchange Commission to require all mutual funds to
disclose their proxy voting policies and actual votes, and in 2003, the SEC
adopted a rule requiring funds and investment advisors to do so.

THE RATIONALE GUIDING DOMINI'S PROXY VOTING

Domini's investors have long-term financial and social objectives. These can
include retirement, paying for a college education, building wealth, and working
toward a safer, cleaner, more equitable world for their children. These goals
are not served when corporations externalize their costs of doing business on
society. A corporation that delivers only short-term profits to its shareholders
at the long-term expense of its employees, the communities in which it operates,
or the natural environment has not delivered the long-term value that our
clients are seeking to achieve through their investments.

As socially responsible investors, we are seeking to invest in corporations
that deliver long-term shareholder value in harmony with society and the
natural environment. Corporations sit within a complex web of stakeholders
comprised of shareholders, employees, communities, customers, and the
environment. Mismanagement of stakeholder relations can involve substantial
financial costs. Shareholders provide corporations with capital, but
communities provide them with employees, consumers, and a legal framework
within which to operate, and the environment provides corporations with raw
materials for their operations. In return, corporations provide jobs,
goods, services, and profits. A corporation that intends to deliver value
over the long-term must effectively manage its relations with all its
stakeholders, and be responsive to the needs and demands of these various
constituencies. We believe that those corporations that eventually achieve
this goal will deliver significant value to all stakeholders, including
their shareholders.

Shareholders possess certain unique rights and privileges with respect to the
management of the corporations they own. As socially responsible investors, it
is our view that we have the obligation to appropriately direct management's
attention to the broader web of stakeholders upon which the corporation depends.
Shareholders are the only corporate stakeholder given an opportunity to
communicate with management through the proxy rules. Therefore, we believe it is
incumbent upon us to carefully consider the concerns of this broader community
that is often without effective voice, and to raise these concerns with
management when they are reasonable and consistent with our investors'
objectives. In the process, we believe we are building long-term shareholder
value.

We believe that corporations are best equipped to create long-term, broad-based
wealth both for their stockowners and for their other stakeholders when they are
transparent, accountable, and adopt democratic governance principles. Our proxy
voting guidelines, while varying in their particulars, are based on and reflect
these core values.
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CORPORATE GOVERNANCE

ANNUAL MEETINGS -- IN-PERSON ANNUAL MEETINGS

Some corporations have lobbied to replace "face-to-face" annual meetings with
"virtual meetings" broadcast over the Internet. Shareholders have argued that
Internet access to annual meetings should only supplement and not replace
in-person annual meetings. We will SUPPORT resolutions asking directors to
affirm the continuation of in-person annual meetings.

ANNUAL MEETINGS -- ROTATING SITES

Corporations with large numbers of shareholders should move their annual
meetings around the country so that their owners have an opportunity to
participate in person. Needless to say, the locations should be readily
accessible. We will SUPPORT resolutions advancing this cause.

AUDITORS -- INDEPENDENCE

We will support the reappointment of the company's auditor unless we have reason
to believe that the independence of the audit may be compromised. We believe
that significant non-audit fees can compromise the independence of the audit.
Therefore, we will examine non-audit fees closely and will, for example, OPPOSE
the appointment of auditors where non-audit fees, such as consulting fees,
represent more than 25% of the total fees paid to the auditor, where such data
is available(We will include audit-related fees, and tax compliance/preparation
fees in our calculation of audit fees). We will also WITHHOLD our votes from
members of the audit committee where the audit committee has approved an audit
contract where non-audit fees exceed audit fees.

In addition, we will review on a CASE-BY-CASE basis the appointment of auditors
who have a significant professional or personal relationship with the company,
or where there is reason to believe that the auditor has rendered an inaccurate
opinion.

We will SUPPORT shareholder proposals asking companies to adopt a policy to
ensure that the firm that is appointed to be the company's independent
accountants will only provide audit services to the company and not provide any
other services.

We will also SUPPORT shareholder proposals that set a reasonable period for
mandatory rotation of the auditor (at least every five years).

AUDITORS -- SHAREHOLDER RATIFICATION

In the wake of numerous corporate scandals involving accounting improprieties,
it is critically important that shareholders have the ability to ratify the
auditor in order to determine whether the audit fees are appropriate, and
whether conflicts of interest that might affect the quality of the audit appear
to exist. With increased investor scrutiny of the fees paid to corporate
auditors, some companies that had previously allowed shareholders to vote on the
ratification of auditors decided to pull the item from their agenda. Audit
committees that remove auditor ratification from the proxy are impairing an
important avenue of investor oversight of corporate practices. Such actions
raise serious concerns whether the audit committee is adequately serving its
proper function. In cases where a company has pulled auditor ratification from
the ballot in either 2004 or 2005, we will WITHHOLD our votes from members of
the audit committee. We will SUPPORT shareholder proposals asking companies to
place the ratification of auditors on the agenda.
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BOARD OF DIRECTORS -- ACCOUNTABILITY

We will WITHHOLD our votes from individual directors who have demonstrated
disregard for their responsibilities to shareholders and other stakeholders. For
example, we will WITHHOLD our votes from directors who have attended less than
75% of board and committee meetings without a valid excuse or who have ignored a
shareholder proposal that has been approved by a majority of the votes
outstanding.

We will withhold our votes from the entire board slate (except for new nominees)
in cases where the director(s) receive more than 50% withhold votes out of those
cast and the issue that was the underlying cause of the high level of withhold
votes in the prior election has not been addressed. The adequacy of the
company's response will be analyzed on a case-by-case basis.

BOARD OF DIRECTORS -- COMPOSITION

DIVERSITY

Typically, a board committee selects nominees for the board, and they run
unopposed. If the board does not include women or people of color, we will
WITHHOLD our support for the board's nominees.

Shareholders have asked boards to make greater efforts to search for qualified
female and minority candidates for nomination to the board of directors, to
endorse a policy of board inclusiveness and to issue reports to shareholders on
their efforts to increase diversity on their boards. We will SUPPORT these
resolutions.

INDEPENDENCE

MAJORITY OF INDEPENDENT DIRECTORS

It is in the best interest of all stockholders that a majority of board members
be independent. New NYSE and NASDAQ listing standards require that most listed
companies have majority-independent boards by the earlier of their first annual
meeting after January 15, 2004 or October 31, 2004. We will WITHHOLD our votes
from insiders and affiliated outsiders on boards that do not consist of a
majority of independent directors. We will SUPPORT shareholder resolutions
asking management to amend company bylaws to ensure that the board has a
majority or a supermajority (two-thirds or three-quarters) of independent
directors.

INDEPENDENT CHAIR

To ensure that the board represents the interests of the shareholders and is
able to effectively monitor and evaluate the CEO and other top officers, we
believe the position of Chair of the Board should be held by an independent
director. We will therefore WITHHOLD our votes from the Chair of the Board if
that person is not independent. We will SUPPORT shareholder proposals to
separate the position of Chair and CEO, and proposals that request that the
position of Chair be held by an independent director who has not served as CEO.

INDEPENDENCE OF KEY COMMITTEES

We believe that it is critical to the protection of shareholder interests that
certain key committees, such as the audit committee, the nominating committee,
the compensation committee and the corporate
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governance committee, be composed entirely of independent directors. We will
WITHHOLD our votes from inside directors and affiliated outside directors
nominated to these committees.

We will SUPPORT shareholder resolutions requesting that these committees be
composed exclusively of independent directors.

QUALIFICATIONS FOR INDEPENDENCE

In determining the independence of board members, we use the definition
developed by Institutional Shareholder Services (ISS), as revised from time to
time. ISS divides directors into three categories: Inside, Affiliated and
Independent. To be "independent," a director must have no material connection to
the company other than his or her board seat.

Often, "independent" or "outside" directors are so only in that they are not
employees of the company. Their ties to management make them de facto insiders,
and therefore their representation of the interests of external constituencies
is minimal. Some shareholders have proposed that boards nominate independent
directors subject to very strict criteria defining "independent." We will
SUPPORT these resolutions.

OVER-BOARDED DIRECTORS

To be an effective board member requires a certain time commitment. Many
directors serve on more than one board, and do so effectively. However, some
directors overextend themselves by serving on a large number of boards. We will
WITHHOLD our votes from directors that sit on more than six public company
boards. We will WITHHOLD our votes from directors that sit on more than one
additional board and also serve as Chief Executive Officer of another company.

REDUCE SIZE

Some shareholders have sought to reduce the size of boards as a cost-cutting
measure. However, the costs associated with boards are relatively small, and
considerations other than size should be weighed carefully. We will OPPOSE such
resolutions.

BOARD OF DIRECTORS -- CUMULATIVE VOTING

Cumulative voting allows shareholders to cast all of their votes for one nominee
to the board. Theoretically, it facilitates the election of dissidents to the
board. In practice, however, it violates the principles of fairness and equity
by granting minority shareholders a disproportionate voice in running the
company. We will OPPOSE bylaws requiring cumulative voting.

BOARD OF DIRECTORS -- DIRECTOR-SHAREHOLDER DIALOGUE

Shareholders have asked that corporations establish an Office of the Board of
Directors to facilitate communication between nonmanagement directors and
shareholders. A committee of nonmanagement directors would be responsible for
the Office. We will SUPPORT these resolutions.

BOARD OF DIRECTORS -- INDEMNIFICATION

A board may use indemnification policies that go well beyond accepted norms to
protect itself against shareholder actions in the wake of unsuccessful takeover
attempts. We will OPPOSE these resolutions.
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BOARD OF DIRECTORS -- MANDATORY SHARE OWNERSHIP

Shareholders have proposed that all directors should own stock in the company.
In general, directors should own stock in the companies on whose boards they
sit. However, boards should not be restricted to those financially able to buy
stock. We will OPPOSE these resolutions.

BOARD OF DIRECTORS -- MORE DEMOCRATIC ELECTIONS

In practice, most corporations allow shareholders to approve board candidates as
selected by the board, rather than to truly "elect" candidates from a pool of
nominees. To further democratize the election process, shareholders have
requested that there be more director nominees than there are board seats to be
filled during a board election. Such an arrangement would enhance the ability of
shareholders to choose candidates who would more accurately represent their
interests.

In addition, most U.S. corporations elect their directors based on a plurality
vote standard. Under this standard, a director will still be elected, even if
99.9% of shareholders withheld their vote. Shareholders have asked that boards
of directors initiate a process to amend the Company's governance documents
(certificate of incorporation or bylaws) to require that directors be elected by
a majority of votes cast at the annual meeting.

We will SUPPORT these resolutions.

BOARD OF DIRECTORS -- OPEN ACCESS

In 2003, the SEC proposed new rules to give significant long-term shareholders
greater ability to include their director nominees in management's proxy
statement. The SEC proposed a two-step process, which would require certain
'triggering events' to occur before a shareholder nominee may appear on the
ballot. One such event is the filing of a shareholder proposal asking for access
to the proxy, which is submitted by holders of at least one percent of the
shares (owned for at least a year). Such proposal must then be approved by a
majority of votes cast. We will consider such proposals on a CASE-BY-CASE basis.

BOARD OF DIRECTORS -- SHAREHOLDER ADVISORY BOARD

Shareholders have asked that corporations create a shareholder advisory board to
represent the owners' views to the board. Boards with a sufficient number of
outside directors should represent the interests of shareholders. We will OPPOSE
such resolutions.

BOARD OF DIRECTORS -- STAGGERED TERMS

The annual election of all directors is a necessary part of maintaining
accountability to shareholders. Management often proposes a classified board or
staggered board terms to maintain control of the board. We will oppose bylaws of
this type. We will SUPPORT resolutions to abolish staggered boards.

EMPLOYEE BENEFITS -- CASH BALANCE PENSION PLANS

In the late 1990s, many companies converted their pension plans from traditional
defined benefit pension plans to cash-balance plans. Older workers can lose
significant pension earnings if their traditional pension is replaced by a
cash-balance plan that puts them on an equal earning footing with younger
workers. Shareholders have asked companies to give employees the choice of
either a defined benefit pension plan or a cash-balance plan. We will SUPPORT
these resolutions.
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EMPLOYEE COMPENSATION -- EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)

In the expectation that companies fostering employee ownership will grow faster,
attract and retain higher quality employees, create more employee wealth, and
achieve sustained superior performance, shareholders have asked corporation to
create and fund ESOPs, and report on employee ownership. We will SUPPORT these
resolutions.

EXECUTIVE AND DIRECTOR COMPENSATION

REASONABLE COMPENSATION

We support reasonable compensation packages for managers and directors. In
general, we do not regard as reasonable:

 o   Pension plans for outside directors (since they usually benefit from other
     plans)
 o   Gold or silver parachute plans triggered by a takeover
 o   Total compensation to outside directors exceeding $100,000 per year
 o   Total compensation to chief executive officers exceeding $10,000,000 per
     year

We will OPPOSE resolutions proposing these or similar compensation schemes and
will SUPPORT resolutions proposing that such schemes be submitted to the
shareholders for approval. In addition, we will SUPPORT resolutions calling for
companies to review and report on executive compensation.

RELATIVE COMPENSATION LEVELS

Compensation for corporate CEOs has grown at an astonishing pace in recent
years, far faster than that for employees in general. A few enlightened
companies have set a maximum range they will tolerate between the salaries of
their lowest- and highest-paid employees. Shareholders have asked other
companies to:

 o   Prepare reports comparing the compensation packages of the average and
     lowest wage earners to those of top management
 o   Establish a cap for CEO compensation, tying it to the wage of the
     lowest-paid workers

We will SUPPORT these resolutions.

DISCLOSURE
Shareholders have asked companies to disclose the salaries of top management
beyond those the SEC requires in the proxy statement. We will SUPPORT these
resolutions.

EXCESSIVE STOCK OPTION GRANTS TO EXECUTIVES

According to a 1999 study by Northwestern University's Kellogg School of
Management entitled "Unleashing the Power of Employee Ownership," firms with
broad-based stock ownership delivered superior stock market performance and
profitability relative to peer firms without employee ownership. Shareholders
wishing to promote more broad-based employee ownership of their corporations'
stock have asked corporate boards to limit stock options granted to (1) a single
individual to no more than 5% of the total options granted in a single year, and
(2) the group of executive officers to no more than 10% of the total options
granted in a single year. We will SUPPORT these resolutions.
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EXECUTIVE SEVERANCE PAY REVIEW

Shareholders have criticized boards of directors that grant retiring executives
severance pay packages that significantly exceed the standard benefits granted
to other company executives, particularly when the company's financial
performance was poor during the executive's tenure. As a result, shareholders
have asked boards to prepare reports that summarize and explain the relationship
of their executive severance package policies and philosophies to corporate
performance, employee morale, and executive performance incentives. We will
SUPPORT these resolutions.

NONFINANCIAL PERFORMANCE

Shareholders have asked companies to review their executives' compensation and
report to shareholders on its link not only to financial performance but also to
the company's performance on:

 o   Environmental issues
 o   Burma
 o   Improvements in healthcare quality
 o   Exporting U.S. jobs to low-wage countries
 o   Closing the wage gap in the U.S. between workers and top management
 o   Predatory lending
 o   Diversity issues
 o   Social issues generally

We will SUPPORT these resolutions.

PENSION PLAN ACCOUNTING AND FINANCIAL TRANSPARENCY

Some corporations use `pension credits', a projection of the growth of the
company's pension plan, as part of its formula for calculating executive
compensation and bonuses. Because pension credits reflect neither operating
performance nor even actual returns on company pension plan assets, their use
can improperly inflate executive compensation. Pension credits are not based on
actual investment returns, but on the "expected return" on plan assets and other
assumptions set by management. We believe boosting performance pay with pension
income also creates incentives contrary to long-term shareholder interests. Such
incentive pay formulas could, for example, encourage management to skip
cost-of-living adjustments expected by retirees, or to reduce expected
retirement benefits.

We will SUPPORT resolutions asking companies to exclude pension credits from the
calculation of executive compensation. Several companies including AT&T (in
response to a Domini proposal), General Electric, Verizon Communications and
Qwest Communications International Inc. have adopted these proposals.

We will also SUPPORT resolutions asking companies to provide transparent reports
to shareholders of profit from real company operations, and/or to use part of
their pension fund surplus to adjust retiree pay for inflation.
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EXTRAORDINARY SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPS) AND PREFERENTIAL
RETIREMENT ARRANGEMENTS

Many companies establish Supplemental Executive Retirement Plans (SERPs) to
provide supplemental retirement benefits that exceed IRS limitations on benefits
that can be paid from tax-qualified pension plans. Some companies also maintain
what are known as extraordinary SERPs, which provide preferential benefit
formulas or supplemental pension benefits not provided to other managers under
these companies' regular tax-qualified plans. Some companies also make
individual pension agreements with executives that have similar features. The
resulting gross disparities between the retirement security offered to senior
executives and to other employees can create potential morale problems that may
increase employee turnover. Moreover, because these forms of pension
compensation are not performance-based, they do not help to align management
incentives with long-term shareholder interests.

Shareholders have asked companies to seek shareholder approval of executive
pension agreements of this kind. We will SUPPORT these resolutions.

PERFORMANCE-BASED STOCK OPTIONS

Shareholders have asked companies to tie executive compensation more closely to
company, rather than stock market, performance through the use of
performance-based stock options. Performance-based stock options include indexed
stock options, which link option exercise prices to an industry index;
premium-priced stock options, which have exercise prices that are above the
market price of the stock on the date of grant; and performance-vesting options,
which vest only after the market price of the stock exceeds a target price
greater than the market price on the grant date. We will SUPPORT these
resolutions.

SALARY FREEZE DURING LAYOFFS

Layoffs are generally undertaken as cost-saving measures designed to improve
profits and increase the company's long-term competitiveness. However,
increasing the pay of corporate officers while asking employees to sacrifice is
hypocritical, damaging to a company's culture, and indicative of poor corporate
governance. We will SUPPORT resolutions that require companies to freeze the
salaries of corporate officers during layoffs and/or until the positive benefits
of the layoffs are demonstrated.

STOCK OPTION EXPENSING

Current accounting rules do not require companies to expense stock options as a
cost in determining operating income. We believe this practice leads to
distorted earnings reports, and excessive use of stock options for executive
compensation. We will OPPOSE the use of stock options where they are not fully
expensed, and SUPPORT shareholder proposals calling for companies to expense
stock options in the company's annual income statement.

MERGERS AND ACQUISITIONS -- IN GENERAL

Many recent studies have concluded that a sizable majority of mergers and
acquisitions fail to deliver shareholder value. Nevertheless, shareholders
overwhelmingly approve most mergers and acquisitions. At the same time,
significant mergers and acquisitions may entail serious social and environmental
risks. For this reason, we will review the potential social and environmental
costs of any merger or acquisition along with purely financial considerations.
Although mergers and acquisitions may offer financial, and even social and
environmental, benefits, their tendency to under perform, and their potential to
do harm, creates the need for special scrutiny on a CASE-BY-CASE basis.
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We will OPPOSE any merger or acquisition whose resulting company would not
qualify for the Domini 400 Social IndexSM on exclusionary grounds (for example,
we would oppose the acquisition of a holding by a tobacco manufacturer). We will
also generally OPPOSE mergers that involve a two-tiered stock offer. When
evaluating mergers and acquisitions, in addition to the business case for the
deal, where information is available, we will consider the following factors:

 o   The relative social and environmental performance of the two companies
 o   The impact of the merger on employees, including layoffs and proposed
     post-merger investments in human resources
 o   Whether this is a hostile acquisition of a company with a substantially
     unionized workforce by a company with a non-unionized workforce
 o   The acquiring company's plans for cultural integration of the two companies
 o   The acquiring company's history of acquisitions
 o   Executive and board compensation packages tied to successful completion of
     the merger
 o   Change in control provisions in executive employment contracts triggered by
     the merger
 o   Conflicts of interest
 o   Corporate governance changes as a result of the merger

In certain industries, such as media, banking, agriculture, telecommunications
and pharmaceuticals, we will consider with caution mergers that will create
notably high levels of industry concentration, and may weight such
considerations heavily in our decisionmaking. In some cases, considerations of
industry concentration may be the decisive factor.

MERGERS AND ACQUISITIONS -- IMPACT OF MERGER

Shareholders have requested companies to present a report on the impact a merger
or acquisition has on employment levels, director and executive compensation,
philanthropic commitment, and company products. For example, in the case of a
bank merger, shareholders have asked what effect the merger will have on
community reinvestment activities (CRA). We will SUPPORT these resolutions.

MERGERS AND ACQUISITIONS -- SHAREHOLDER APPROVAL

Some shareholders have sought to require submission to shareholders of any
merger or acquisition, regardless of size. While mergers and acquisitions that
decisively change a company's character should be submitted to its owners for
approval, we will OPPOSE all-inclusive resolutions since they are both
impractical and entail an unnecessary expense.

PROXY VOTING -- CONFIDENTIAL BALLOT

Many companies' proxies bear the name of the shareholder, allowing companies to
learn who voted how in corporate elections. Confidential voting is necessary to
maintain a proxy voting system that is free of pressure. Shareholders have asked
that proxy voting be kept confidential, except in those limited circumstances
when the law requires disclosure. We will SUPPORT these resolutions.

REINCORPORATION

When a corporation seeks approval from its shareholders to reincorporate into a
different jurisdiction, we will review management's rationale, and consider such
proposals on a CASE-BY-CASE basis. Occasionally, a corporation will seek to
re-incorporate in order to reduce its tax burden, or to shield itself from
shareholder or consumer lawsuits. We will OPPOSE re-incorporation into
jurisdictions that serve as tax
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shelters, such as Bermuda, or that significantly reduce legal rights for
shareholders and other corporate stakeholders. We will SUPPORT shareholder
proposals to re-incorporate corporations from such jurisdictions.

SHAREHOLDER RESOLUTIONS -- IDENTIFICATION OF PROPONENTS

Shareholders have asked that management fully identify proponents of all
shareholder resolutions. We will SUPPORT these resolutions.

SHAREHOLDER RESOLUTIONS -- SUPERMAJORITY VOTES

A company may propose a bylaw requiring that certain types of shareholder
resolutions receive a supermajority -- sometimes as much as 80% of the vote --
to be adopted. We will OPPOSE these resolutions.

TAKEOVER -- EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)

ESOPs should promote active employee ownership. However, some companies have
proposed ESOPs as a way to park stock to avoid a takeover. We will OPPOSE ESOPs
not intended and designed to promote active employee ownership.

TAKEOVERS -- STOCK ISSUANCE

Management may seek authorization to issue stock in an effort to avoid a
takeover. We will OPPOSE these resolutions.

SOCIAL AND ENVIRONMENTAL ISSUES

SUSTAINABILITY REPORTS

Concerned investors increasingly believe that the long-term financial health of
a corporation is tied to the economic sustainability of its workers and the
communities in which they operate, source, and sell their products.
Consequently, these investors have sought to analyze corporate financial,
social, and environmental performance, and have asked corporations to prepare
sustainability reports detailing their firms' records in these areas. Some
shareholders have requested that companies prepare such reports using the
sustainability guidelines issued by the Global Reporting Initiative (GRI). We
will SUPPORT resolutions requesting these reports.

COMMUNITY

ACCESS TO PHARMACEUTICALS -- DISCLOSURE OF INCENTIVES TO PHARMACEUTICAL
PURCHASERS

Drug companies have provided doctors, pharmacy benefit managers, and other
pharmaceutical purchasers rebates, payments, and other incentives to purchase
their drugs. These incentives are often hidden, and are therefore not passed on
to patients. According to a US News & World Report article entitled "When Is a
Rebate a Kickback?", some estimate that these payments add up to approximately
10% of the $122 billion Americans spend on drugs annually. Shareholders have
called on pharmaceutical companies to issue reports disclosing the extent and
types of incentives they use to influence pharmaceutical purchasers to select
their drugs. We will SUPPORT these resolutions.
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ACCESS TO PHARMACEUTICALS -- ETHICAL CRITERIA FOR DRUG PATENT EXTENSIONS

According to a May 2002 study by the National Institute for Health Care
Management, two-thirds of drugs approved by the FDA during the period 1989-2000
were modified or identical versions of existing drugs. Patents on these "me too"
drugs extend the time it takes for generic drugs to come to market, which are
lower in cost but equally effective alternatives to brand names. Shareholders
have called into question the ethics of effectively extending the patents on
existing drugs, and are concerned about the negative effects of this practice on
their companies' reputations and on consumers' access to needed treatments.

We will SUPPORT resolutions asking companies to develop ethical criteria for the
extension of patents on prescription drugs and to issue reports on the
implications of such criteria.

CABLE COMPANIES AND PORNOGRAPHY

The availability and the level of graphic, sexually explicit, and/or obscene
content on cable channels is expanding. This "mainstreaming" of pornography has
become a source of serious concern for some shareholders on both social and
financial grounds. Among other things, shareholders have asked cable companies
to:

 o   Outline the business case for their increasing distribution of pornography
 o   Review policies governing content decision-making for cable operations
 o   Assess the potential legal issues and financial liabilities posed by
     possible violations of local obscenity laws and lawsuits from individuals
     and communities

We will SUPPORT these resolutions.

CITIZEN INITIATIVES -- NONINTERFERENCE BY CORPORATIONS

According to the Supreme Court, large corporations have a constitutional right
to participate in initiative campaigns. However, their financial contributions
can and do defeat citizen initiative campaigns for environmental protection,
recycling, sustainable resource use, and right to know laws. Shareholders have
asked corporations to refrain from contributing to initiative campaigns unless a
competitor would gain a competitive advantage from it. We will SUPPORT such
resolutions.

COFFEE CRISIS REPORT

In the early 2000s, the price of coffee beans reached all-time lows, preventing
small farmers from earning enough to cover their costs of production. This
crisis in the global coffee market has pushed thousands of small coffee farmers
to the brink of starvation, with many abandoning their farms out of desperation.
In addition, nations that depend on coffee income have had to cut back on
essential social services. The move to plantation-grown coffee, which has
exacerbated the plight of small farmers, threatens the environment as well. The
crisis presents significant reputational risks to corporations that roast and
sell coffee, as they become associated with this humanitarian crisis.
Shareholders have asked companies to report on their policies related to the
steep decline in coffee prices, and their response to the crisis. We will
SUPPORT these proposals.
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CONFIDENTIALITY OF PERSONAL INFORMATION

The outsourcing of white-collar jobs overseas has prompted concerns over the
enforceability of U.S. laws to protect confidential data of customers and
patients. Some shareholders have called on companies to report on policies and
procedures to ensure all personal and private customer information remains so
even when business operations are outsourced overseas, contracted or
subcontracted. We will SUPPORT these resolutions.

CORPORATE WELFARE

Corporate welfare, according to a Time magazine article on the subject, is "any
action by local, state or federal government that gives a corporation or an
entire industry a benefit not offered to others." Federal corporate welfare
payments in 1998 reportedly equaled 26% of total 1998 after-tax corporate
profits in the U.S. Government officials, business leaders, shareholders, and
others worry that corporate welfare leads to unfair market competition and
softens the ability of American businesses to compete. We will SUPPORT
resolutions that ask corporations to report the corporate welfare benefits they
receive.

EQUAL CREDIT OPPORTUNITY

Access to capital is essential to participating in our society. The Equal Credit
Opportunity Act prohibits lenders from discriminating with regard to race,
religion, national origin, sex, age, and the like.

Shareholders have asked for:

 o   Reports on lending practices in low/moderate income or minority areas and
     on steps to remedy mortgage-lending discrimination.
 o   The development of fair lending policies that would ensure access to credit
     for major disadvantaged groups and require annual reports to shareholders
     on their implementation.
 o   The development of policies to ensure that the firm does not securitize
     predatory loans.
 o   Specific actions to prevent predatory lending. (The subprime lending
     industry has been the subject of widespread criticism for systemic abuses
     known collectively as predatory lending. Predatory lending includes the
     charging of excessive rates and fees, failing to offer borrowers with good
     credit interest rates that reflect their sound credit records, requiring
     borrowers to give up their full legal rights by agreeing to mandatory
     arbitration as a condition of receiving the loan, and paying large
     prepayment penalties that make refinancing loans prohibitively expensive.
     These practices have disproportionate impact on low-income, elderly, and
     minority borrowers.)
 o   The application by nonfinancial corporations, such as auto companies, of
     Equal Credit Opportunity Act standards to their financial subsidiaries.
 o   The application of domestic Community Reinvestment Act standards to
     emerging market countries.

We will SUPPORT these resolutions.

INSURANCE COMPANIES AND ECONOMICALLY TARGETED INVESTMENTS

Economically targeted investments (ETIs) are loans made to low- to
moderate-income communities or individuals to foster, among many things, small
businesses and farms, affordable housing, and community development banks and
credit unions. At present, insurance companies put less than one-tenth of one
percent of their more than $1.9 trillion in assets into ETIs. Shareholders have
asked for reports outlining how insurers could implement an ETI program. We will
SUPPORT these resolutions.
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LAND PROCUREMENT

Retail firms, particularly 'big-box retailers' can have a significant negative
impact on local communities, permanently altering the character of the
community's economy and environment. Controversies that arise as a result may
negatively impact the company's reputation and ability to attract consumers. We
will SUPPORT shareholder proposals asking such companies to develop socially and
environmentally sensitive land-procurement policies, and to report to
shareholders on their implementation.

Occasionally corporations locate facilities on sites of archeological or
cultural importance. Local citizens often protest such plans. Shareholders have
asked companies to:

 o   Prepare a report on the impact of its plans in culturally sensitive sites
 o   Develop policies that would ensure the preservation of communities cultural
     heritage and the natural environment
 o   Consult with affected communities on development plans
 o   Maintain high ethical standards when working with governments and partners
 o   Cease their operations on these sites once operations have begun

We will SUPPORT these resolutions.

LOWER DRUG PRICES

Millions of Americans have severely limited or no practical access to crucial
prescription drugs because they are either uninsured or underinsured. In
addition, shareholders have criticized pharmaceutical companies for using a
two-tiered pricing system through which retail purchasers are charged
significantly more for drugs than are group purchasers like HMOs and federal
government agencies. As a result, the underinsured and uninsured must often pay
higher prices for the same drugs than their adequately insured counterparts. We
will SUPPORT resolutions asking companies to implement and report on price
restraint policies for pharmaceutical products.

OVER-THE-COUNTER (OTC) DERIVATIVES RISK

Alan Greenspan, the Federal Reserve Chairman, and others in the investment world
have expressed concern over the negative impact of derivatives trading, and the
extensive use of derivatives throughout the economy. To evaluate the credit
risks associated with exposure to the derivatives market, shareholders have
requested financial companies to provide adequate disclosure of the collateral
for over the counter derivatives. We will SUPPORT these resolutions.

POLITICAL CONTRIBUTIONS AND NONPARTISANSHIP

Even after the passage of the Bipartisan Campaign Reform Act, which banned
federal soft-money contributions by corporations, concerns still remain about
corporate involvement in the political process. For example, state regulations
regarding political contributions vary widely, and it can be very difficult, if
not impossible, to obtain an accurate picture of a corporation's political
involvement. Corporate contributions to entities organized under Section 527 of
the Internal Revenue Code are not required to be disclosed by the corporation,
and may present significant risks to shareholder value when these contributions
end up supporting causes that contradict corporate policies, or are inimical to
shareholder interests. In addition, concerns have been raised regarding
corporate Political Action Committees, which are established to collect
political contributions from employees. Shareholders have asked boards of
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                                      A-15

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directors to establish corporate political contributions guidelines and
reporting provisions, and to produce reports detailing the use of corporate
resources for political purposes. We will SUPPORT these resolutions.

We will also SUPPORT proposals advancing principles of corporate
nonpartisanship, for example, requesting corporations to refrain from devoting
resources to partisan political activities or compelling their employees to
contribute to or support particular causes.

PUBLIC INTEREST OBLIGATIONS

The Federal Communications Act of 1934 requires media companies utilizing the
publicly owned airwaves to act as a public trustee, and to fulfill a public
interest obligation. Shareholders have asked media companies to report on their
activities to meet their public interest obligations. We will SUPPORT such
proposals.

QUALITY OF HEALTHCARE

Many communities are increasingly concerned about the ability of for-profit
healthcare institutions to provide quality healthcare. Shareholders have asked
corporations operating hospitals for reports on the quality of their patient
care. We will SUPPORT these resolutions.

REDLINING

"Redlining" is the systematic denial of services to an area based on its
economic or ethnic profile. The term originated in banking, but the same
practice affects businesses as different as insurance companies and
supermarkets. Shareholders have asked management to appraise their lending
practices and develop policies to avoid redlining.

Shareholders have also asked insurance companies to develop "fair housing"
policies that would assure adequate homeowner insurance protection in low-income
neighborhoods. We will SUPPORT these resolutions.

RIDE SAFETY

The U.S. Consumer Product Safety Commission (CPSC) report Amusement Ride-Related
Injuries and Deaths in the United States: 1987-1999 states that 7,000 people
were treated in the hospital in 1999 for injuries related to amusement parks. In
addition, such injuries increased over the time period investigated by 95%,
while attendance increased by only 7%. No federal regulation of amusement parks
currently exists, and parks in many states are not required to report on
injuries caused by rides. Shareholders have filed resolutions asking companies
to report on company policies for ride safety, medical response, and reporting
of injuries related to amusement park rides. We will SUPPORT these resolutions.

DIVERSITY

Note: See also "Board of Directors -- Diversity" in our Corporate Governance
section.
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EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION REPORT

All corporations have the power to promote equality in the workplace and the
marketplace. Shareholders have asked for reports that may include:

 o   A chart identifying employees by sex, race, and the various job categories
     defined by the EEOC
 o   A description of affirmative action policies and programs in place
 o   The company's Form EEO-1 disclosure report
 o   A report on the percentage of hires during the previous year who were
     persons with disabilities
 o   A description of programs designed to increase the number of women and/or
     minority managers
 o   A description of programs designed to increase the number of persons
     employed with disabilities
 o   A description of how the company is working to eliminate "glass ceilings"
     for female and minority employees
 o   A report on any material litigation facing the company concerning
     diversity-related controversies
 o   A description of how the company publicizes its affirmative action policies
     and programs to suppliers and service providers
 o   A description of programs directing the purchase of goods and services from
     minority- and/or female-owned businesses

We will SUPPORT these resolutions.

EQUALITY PRINCIPLES ON SEXUAL ORIENTATION

In 1995, a coalition of advocacy groups and businesses, primarily in financial
services, developed the Equality Principles on Sexual Orientation. The
principles call on companies to:

 o   Adopt written prohibitions against discrimination in employment based on
     sexual orientation
 o   Recognize and grant equal status to employee groups formed to address
     sexual orientation issues in the workplace
 o   Include sexual orientation issues in diversity training
 o   Grant spousal benefits to domestic partners, regardless of sexual
     orientation
 o   Refrain from using negative stereotypes of sexual orientation in
     advertising
 o   Practice nondiscrimination in the sale of goods and services and the
     placement of advertisements

Shareholders have asked for reports on the implementation of the Principles. We
will SUPPORT these resolutions.

PAY EQUITY

Historically women have not received comparable wages for comparable work in
many sectors of our economy, although national legislation requires that they be
comparably compensated. Shareholders have asked for reports that companies
undertake studies to assure that all women and minorities are paid comparably
with their counterparts. We will SUPPORT these resolutions.

RACIAL STEREOTYPES IN ADVERTISING

Racial stereotyping persists in advertising and team logos. The most notorious
of these is the Cleveland Indians' "Chief Wahoo." Shareholders have asked
companies to display more sensitivity toward the images they present. We will
SUPPORT these resolutions.
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                                      A-17

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ENVIRONMENT

ADOPT GLOBAL ANIMAL WELFARE STANDARDS

Shareholders have asked restaurants and other corporations to adopt animal
welfare standards for their operations worldwide, and to report these standards
to shareholders. We will SUPPORT these resolutions.

CERES PRINCIPLES

The Coalition for Environmentally Responsible Economies (CERES) was formed in
1989 in the wake of the Exxon Valdez disaster.

It developed a set of ten principles, now called the CERES Principles, to guide
corporate decisions that affect the environment. By subscribing to the
Principles, a company commits itself to:

 o   Work toward positive goals such as sustainable use of natural resources,
     energy conservation, and environmental restoration
 o   Set definitive goals and a means of measuring progress
 o   Inform the public in an environmental report published in the format of a
     CERES Report

Shareholders have submitted resolutions asking corporations to study the
Principles or to endorse them. We will SUPPORT these resolutions.

CHEMICAL SAFETY

There is rising public awareness and concern about toxic chemicals in consumer
products and in the environment. Governments in Europe and elsewhere are acting
to restrict the use of toxic chemicals that remain in the environment for long
periods, accumulate over time, or are associated with such health effects as
cancer, mutations, birth defects, neurological disorders and learning
disabilities (such as Mercury, PVCs, and Phthalates, described below).Companies
face increased risk of market exclusion, damage to their reputation,
interruption of supply chains, and potential lawsuits as a result. To protect
and enhance shareholder value, companies should know what toxic chemicals are in
their products, and work to lower toxic hazards and their associated costs.

Shareholders have asked companies to phase out specific chemicals of concern
that are used in their products where safer alternatives are available, or to
report on the feasibility of doing so; to report on the expected impact on their
business of chemical regulation and emerging scientific findings; to disclose
their policies for identifying, handling and marketing products containing
potentially hazardous chemicals; and to reformulate products globally to meet
the most stringent national or regional standards for toxic chemicals of high
concern applicable to those products. We will SUPPORT these resolutions.

MERCURY-CONTAINING DEVICES

Mercury, a bioaccumulative neurotoxin contained in such devices as thermometers
and sphygmomanometers, poses a significant threat to public health. We will
SUPPORT resolutions asking corporations to phase out their production and/or
sale of mercury-containing devices.
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PVCS (POLYVINYL CHLORIDE PLASTICS), PHTHALATES

PVCs are environmentally hazardous throughout their life cycle (production, use,
and disposal). Dioxin, a known human carcinogen, is created during the
production of PVC feedstocks, as well as when PVCs are burned in waste
incinerators. Among other things, dioxin has been linked to endocrine
disruption, reproductive abnormalities, neurological problems, and infertility
in humans and animals. In addition, large amounts of chemicals called
"phthalates" are used to manufacture flexible PVC products. A commonly used
phthalate plasticizer called di-ethylhexyl-phthalate (DEHP) is a probable
reproductive toxicant, as well as a toxicant of the liver and kidney.

PVCs are the primary component in 25% of all medical products. These include IV,
blood, and enteral feeding bags; oxygen tubing and masks; dialysis tubing;
enteral feeding tubes; examination gloves; and sterile packaging. Many non-PVC
medical supplies (IV bags, gloves, plasma collection bags, and containers) are
currently available and others (tubing, film for collection bags, and blood
bags) are under development. We will SUPPORT resolutions asking companies to
phase out the manufacture of PVC- or phthalate-containing medical supplies where
safe alternatives are available.

PVCs are also extensively used in building materials such as furniture and floor
coverings. We will SUPPORT resolutions asking companies to report on the risks,
financial costs, and benefits, and environmental and health impacts of the
continued use of PVCs in these types of products.

CO2 AND CLIMATE CHANGE

Shareholders have become increasingly concerned about the potential
climate-changing effects of greenhouse gas emissions (GHG emissions) from their
companies' operations and products. They have asked electric utility, oil, and
manufacturing companies to report on these emissions and their progress towards
reducing them. Companies have also been asked to tie executive compensation to
progress in this area. In addition, oil companies have been asked about their
progress toward developing renewable energy sources, their efforts to comply
with climate regulation, and the scientific data underlying their public
position on climate change, while electric utility companies have been asked to
report on their progress in helping ratepayers conserve energy and in using
benign sources of electricity to reduce CO2 emissions. Shareholders have also
asked property and casualty insurance industry firms to report on their exposure
to potentially catastrophic risks from natural disasters brought on by worldwide
climate change. We will SUPPORT these resolutions.

ENVIRONMENTAL HAZARDS TO COMMUNITY

The public has a right to know whether a company uses substances that pose an
environmental health or safety risk to a community in which it operates.
Shareholders have asked companies to make information about these risks
available to enable surrounding communities to assess a facility's potential
impact. We will SUPPORT these resolutions.

ENVIRONMENTAL REPORTS

Shareholders have asked companies to prepare general reports (often using the
CERES Report as a guide) describing company programs, progress, and future plans
in the environmental area. Such resolutions may also ask the company to (1)
disclose environmental liabilities in a somewhat clearer fashion than the SEC
requires, (2) report on toxic emissions, or (3) disclose the environmental
impact of the company's operations on biodiversity. Other requests have focused
on specific environmental problems, such as hazardous waste sites. Shareholders
have also asked for reports on the environmental and occupational standards that
companies require of their suppliers and vendors. We will SUPPORT these
resolutions.
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ENVIRONMENTAL STANDARDS FOR INTERNATIONAL ELECTRONICS INDUSTRY SUBCONTRACTORS

The manufacture of semiconductors requires extensive use of toxic chemicals and
the use and discharge of large amounts of water. Shareholders have asked certain
large U.S. electronics products companies to report on their policies for
monitoring the environmental records of their major overseas suppliers. We will
SUPPORT these resolutions.

GENETICALLY ENGINEERED (GE) AGRICULTURAL PRODUCTS

There is growing concern that GE foods may be harmful to humans, animals, or the
environment. There is also concern that any detrimental impact on public health
and the environment resulting from these foods may expose companies to
substantial financial liabilities. Shareholders have asked companies to delay
marketing GE foods until testing proves these products to be safe over the long
term. They have also asked companies that are currently marketing GE foods to
(1) label them as such; (2) adopt a policy to phase them out; (3) report on the
financial and environmental costs, benefits, and risks associated with the
production and consumption of these products; and/or (4) report on the
feasibility of phasing them out, unless long-term testing proves them safe to
humans, animals, and the environment. We will SUPPORT these resolutions.

MINING OR EXPLORATION AND PRODUCTION IN CERTAIN ENVIRONMENTALLY SENSITIVE
REGIONS

Certain regions of the U.S., such as the Arctic National Wildlife Refuge or the
Okefenokee National Wildlife Refuge, are particularly environmentally sensitive.
Shareholders have asked natural resource extraction companies to adopt a policy
of not exploiting these regions. We will SUPPORT these resolutions.

PAPER PRODUCTION AND USE -- CHLORINE BLEACHING

The insatiable demand for paper has led to clear-cutting of forest for pulp and
the use of chlorine bleaching to achieve whiteness in the end product. As both
these practices have dire environmental consequences, shareholders have asked
paper manufacturers to report on plans to phase out the production of paper
using these processes. In addition, shareholders have also asked companies to
report on steps taken to eliminate the use of chlorine bleaching in the
production of their products. We will SUPPORT these resolutions.

PAPER PRODUCTION -- TELEPHONE DIRECTORIES

Some producers of telephone books use paper derived from virgin rainforests.
Since alternative sources of paper exist, shareholders have asked publishers to
phase out the use of paper from these sources. We will SUPPORT these
resolutions.

POLLUTION PREVENTION, RECYCLING, AND PRODUCT LIFE-CYCLE RESPONSIBILITY

Implementation of pollution-prevention and recycling programs results in clear
benefits to corporations, shareholders, and the environment. Shareholders have
asked corporations in environmentally risky industries to adopt a policy
requiring each major facility to conduct an annual review of
pollution-prevention measures. Shareholders have also asked companies to adopt
and report upon plans for the virtual elimination from their operations of
certain pollutants that cause severe environmental harm. Others have asked
corporations to increase the use of recycled materials in their production
processes and/or to implement a strategy encouraging consumers to recycle
company products. In addition, shareholders are increasingly asking companies to
commit to taking responsibility for the environmental
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impact of their products during their entire life cycles and to report on the
initiatives they use to achieve this objective. We will SUPPORT these
resolutions.

RENEWABLE FUELS AND ENERGY EFFICIENCY

Burning coal and oil contributes to global climate change, acid rain,
deteriorating air quality, and related public health and environmental problems.
In addition, the use of nonrenewable fuels such as oil and coal is, by
definition, an unsustainable business practice. Corporations can significantly
reduce their negative impact on the environment by implementing more
energy-efficient manufacturing processes and marketing more energy-efficient
products. They may also do so through creating products and manufacturing
processes that utilize renewable energy sources, several of which are currently
cost-competitive. In addition, energy companies can help by increasing their
investments in the development of renewable energy sources.

We will SUPPORT resolutions asking corporations to develop products and
operations that are more energy-efficient and/or that rely on renewable fuel
sources. We will also SUPPORT resolutions asking energy companies to increase
their investments in the development of renewable energy sources.

REVIEW POLICY ON SALE OF PRODUCTS CONTAINING OLD-GROWTH TIMBER

Old-growth forests are disappearing rapidly around the world. They represent
critically important ecological assets that must be preserved for future
generations. Companies selling products containing wood from old-growth forests
are contributing to the destruction of these forests. Shareholders have asked
retail firms to review their policies on the sale of products containing wood
from old-growth forests and to develop and implement comprehensive policies
prohibiting the harvest and trade in products from old growth and endangered
forests. We will SUPPORT these resolutions.

RISKS LINKED TO WATER USE

There is a need for long-term corporate water use strategies. Corporations are
exposed to the following risks linked to water use:

 o   Increasing water costs
 o   Increasing competition for water supplies
 o   Conflicts with local communities over water rights
 o   Risk of disruption of water supplies and its impact on business operations

In particular, social investors are concerned with companies involved in the
bottled-water industry. These companies risk the potential of being involved in
water rights disputes with local communities. We will SUPPORT resolutions
requesting companies to report on the business risks associated with water use
and its impact on the corporation's supply chain, and steps taken to mitigate
the impact on water supplies of communities near company operations.

HUMAN RIGHTS

AFFORDABLE HIV/AIDS, TUBERCULOSIS, MALARIA, AND OTHER DRUGS FOR DEVELOPING
COUNTRIES

As of December 2000, approximately 90% of the 36.1 million people living with
HIV/AIDS resided in developing countries. Tuberculosis (TB), a disease that is
frequently a complication of AIDS, claims approximately 2 million lives annually
and is the world's leading infectious killer. Malaria similarly claims
approximately 1.1 million lives.
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                                      A-21

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Shareholders have called on pharmaceutical companies in industrialized nations
to develop and implement a policy to provide HIV/AIDS, TB, malaria, and other
drug treatments in ways that the majority of people affected by these diseases
in developing countries can afford. These resolutions are intended to help
provide relief to developing countries that are gravely suffering from these
epidemics and to protect the intellectual property of their companies' products
in order to ensure their long-term profitability. We will SUPPORT these
resolutions.

AIDS -- IMPACT OF AIDS ON OPERATIONS

The World Health Organization (WHO) reported that sub-Saharan Africa has one of
the highest rates of AIDS and one of the lowest percentages of infected
populations receiving treatment. UNAIDS, the Joint United Nations Programme on
HIV/AIDS, stated that in order to achieve sustainable development in these
regions, both the government and the private sector need to address the local
AIDS epidemic. The private sector can do so through the provision of
comprehensive workplace health coverage, counseling, testing, and treatment
programs. We will SUPPORT resolutions that call for corporate reports on the
impact of AIDS on operations in sub-Saharan Africa.

BURMA

The Burmese military dictatorship has been accused of serious, ongoing human
rights violations. The behavior of the Burmese government has led to
international censure and, in the case of the United States, government
sanctions. In July 2003, the US government passed legislation (the Burmese
Freedom and Democracy Act) making it illegal to import goods and services from
Burma. Most large investments in Burma must be made through joint ventures with
the military dictatorship, thus providing income to a regime that has committed
gross violations of human rights. Shareholder resolutions relating to Burma
include:

 o   Requests for comprehensive reports on corporate operations or investments
     in Burma
 o   Requests for reports on the costs -- both tangible and intangible -- to
     companies attributable to their being boycotted for doing business in Burma
 o   Demands that companies terminate all operations or investments in Burma
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We will SUPPORT these resolutions.

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CHINA -- HUMAN RIGHTS CRITERIA

Resolutions introduced in Congress have called for U.S. corporations with
operations in the People's Republic of China to follow certain principles in
doing business there. These principles commit companies to, among other things,
promote freedom of expression and freedom of association among employees, to use
production methods that do not risk harm to the environment, and to prohibit the
presence of the Chinese military on the premises. We will SUPPORT resolutions
asking companies to adopt these principles.

Shareholders have submitted resolutions asking companies in certain key
industries, such as nuclear power, not to begin new operations in China until
the country improves its human rights record. They have also submitted
resolutions asking financial services companies transacting business in China to
report on the impact such transactions have on human rights and the environment.
We will SUPPORT these resolutions.
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                                      A-22

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CHINA -- PRISON LABOR

The widespread belief that the government of China uses forced labor from its
prison system to produce goods for export to the U.S. and elsewhere has spawned
a number of general resolutions on where and how companies conduct business
overseas. Some shareholders, however, have asked for specific reports on
business operations in China. We will SUPPORT these resolutions.

CHOOSING WHERE AND HOW TO DO BUSINESS

Companies choose where they will do business, where they will operate their
factories, where they will subcontract their work or buy finished goods, and
where they will extract natural resources. Shareholders have asked companies to
develop guidelines for these choices that include consideration of a regime's
human rights record. They have also asked companies to report on their
relationships with individual governments that have poor human rights records,
and on their operations in countries suspected of supporting terrorism. We will
support these resolutions.

GLOBAL COMPANIES -- STANDARDS OF CONDUCT

Global manufacturing, resource extraction, financial services, and other
companies face complex issues arising from the diverse cultures and political
and economic contexts in which they operate. Shareholders have asked companies
to develop, adopt, and continually improve codes of conduct to guide company
policies, programs, and operations, both within and outside their cultures of
origin, and to publicly report these policies. Shareholders believe these codes
should include policies designed to ensure the protection of the environment and
human rights, including the payment of just wages, the maintenance of safe
working conditions, the avoidance of child and forced labor, and the rights of
freedom of association and collective bargaining. Shareholders often ask
companies to adhere to policies that conform to the International Labor
Organization's Core Conventions and the United Nations Universal Declaration on
Human Rights. Shareholders have also asked companies to investigate and report
on particular human rights controversies they face. We will SUPPORT these
resolutions.

STANDARDS FOR VENDORS

The outcry against the use of offshore sweatshops by U.S. retailers has many
origins. Underlying those protests, however, is a common assumption: U.S.
corporations have the power to alter the conditions under which their vendors
operate. Shareholders have asked companies to adopt codes of conduct that
incorporate the core conventions of the International Labor Organization, and to
report on these standards, focusing especially on the workers' rights to
organize and bargain collectively, overall working conditions, and worker
compensation. They have also asked for (1) companies to use external,
independent monitoring programs to ensure that their vendors comply with their
standards; and (2) reports on companies' efforts to implement and enforce their
code of conduct. We will SUPPORT these resolutions.

INFANT FORMULA

Nutrition researchers have learned that substitution of infant formula for
breast milk increases health risks to children. Shareholders have asked
companies that produce infant formula to endorse the WHO/UNICEF Code of
Marketing for Breast-Milk Substitutes. We will SUPPORT these resolutions.
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INTERNATIONAL FINANCIAL STABILIZATION

Instability in international financial markets can lead to crises that fall
heavily upon the developing consumer markets through the loss of jobs and higher
prices for essential goods. An unstable market can also threaten the long-term
profitability of corporations through their exposure to these markets and
through the loss of markets. Corporations, particularly financial institutions,
can play an important role in promoting international financial stability.
Shareholders have asked corporations to restrain their short-term lending and
their exposure of other financial instruments to emerging market countries,
highly leveraged institutions, and poorly regulated banking centers, and to
promote and support similar regulatory measures proposed by coordinating bodies
like the IMF. We will SUPPORT these resolutions.

INTERNATIONAL LENDING AND ECONOMIC DEVELOPMENT

Programs enforced by the IMF and World Bank are supposed to help developing
countries repay loans, but considerable evidence indicates their effects
include:

 o   Encouraging capital flight from less economically developed countries
 o   Eroding human and natural resources
 o   Encouraging the inefficient use of capital
 o   Decreasing spending for health, education, and housing
 o   Undermining a country's long-term capacity to repay its debts

To help remedy these matters, shareholders have asked financial services
companies to develop criteria for the evaluation, support, and use of
intermediaries capable of promoting appropriate development in emerging
economies. Others have asked for the disclosure of the criteria used in
extending loans to developing countries so as to avoid adding to their $1.3
trillion debt to industrialized countries. Shareholders have also asked
companies to cancel debts owed to them by developing countries, particularly
those designated as Heavily Indebted Poor Countries by the World Bank and the
IMF. Still others have asked for information on structural adjustment programs.
We will SUPPORT these resolutions.

JUSTICE FOR INDIGENOUS PEOPLES

Shareholders have asked natural resource extraction companies to report on their
operations on indigenous lands and to address the impact and implications of
their activities on both the land and the people. Shareholders have also asked
these companies to cease operations on indigenous lands that have an adverse
environmental, socioeconomic, or human rights impact on the local population. We
will SUPPORT these resolutions.

MEXICO -- MAQUILADORAS

Maquiladoras are facilities operated by U.S. companies just south of the
U.S.-Mexico border. There, Mexican workers -- paid a fraction of what U.S.
workers would require to subsist -- assemble parts made in the U.S. and ship the
finished goods north. Shareholders may ask management to:

 o   Initiate a review of its maquiladora operations, addressing issues such as
     environmental health and safety, or fair employment and wage practices, as
     well as standards of living and community impact
 o   Prepare a report with recommendations for changes in light of the findings

We will SUPPORT these resolutions.
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MONEY LAUNDERING

In order to prevent money laundering, shareholders have asked financial
institutions not to engage in financial transactions, including no correspondent
or payable-through accounts, for any financial institution that is not willing
to provide the identity and address of the participants in transactions or
relationships or the identity of the beneficial ownership of funds. We will
SUPPORT these resolutions.

NIGERIA, CHAD, AND CAMEROON

Corruption and instability have historically plagued the governments of Nigeria,
Chad, and Cameroon. Human rights groups have denounced these countries' human
rights records. Shareholders have asked companies with operations in these
states to report on their businesses there and their relationships with the
government, or to develop guidelines for their operations in that country. We
will SUPPORT these resolutions.

NORTHERN IRELAND -- MACBRIDE PRINCIPLES

The International Commission of Jurists has cited employment discrimination as
one of the major causes of conflict in Northern Ireland. Shareholders have asked
companies to make all lawful efforts to implement and/or increase activity on
each of the nine MacBride Principles (equal employment opportunity principles).
We will SUPPORT these resolutions.

QUESTIONABLE OVERSEAS PAYMENTS

U.S. corporations can provide valuable goods and services to developing
countries that help them attain a higher standard of living. At the same time,
corporations doing business in these countries must be certain they are not
violating provisions of the Foreign Corrupt Practices Act that prohibit the
accepting of bribes and other questionable payments. Shareholders have asked
companies to audit their foreign contracts to assure that no violations of the
Foreign Corrupt Practices Act are occurring. We will SUPPORT these resolutions.

SOUTH AFRICA

We immediately answered Nelson Mandela's October 1993 call to reinvest in South
Africa by removing our prohibitions on investments in companies with operations
there. However, pressure on American corporations with any business, even
indirect, in South Africa remains an effective tool for human rights advocates.
U.S. shareholders have advocated responsible investment in the country and have
asked companies to commit themselves to uphold the South African Council of
Churches Code of Conduct for corporations doing business there. We will SUPPORT
these resolutions.

TIBET

Since 1950, China has occupied Tibet. Human rights activists have protested
China's policies and practices in that country. From within Tibet there has been
substantial opposition to Chinese rule. Shareholders have asked corporations to
review plans for operating in Tibet in light of their policies on human rights.
We will SUPPORT these resolutions.
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MILITARISM AND VIOLENCE

COMMITMENT TO PEACE AND TO PLANNING FOR PEACETIME PRODUCTION

With the end of the Cold War, defense contractors should turn their attention to
nonmilitary markets and to converting military technology to civilian uses.
Shareholders have asked for reports on military sales, conversion of military
production to civilian purposes, and diversification plans to civilian
production. We will SUPPORT these resolutions.

HANDGUN SALES

Violence in the U.S. has increasingly become a major concern. Tens of thousands
of Americans die annually due to gunfire, including many children. Restricting
easy access to guns is one way of reducing the possibility of gun violence. We
will SUPPORT resolutions that ask certain mainstream retail companies to stop
selling handguns and related ammunition, and to return all handgun inventories
and related ammunition to their manufacturers.

VIOLENCE IN TELEVISION PROGRAMMING AND IN VIDEO GAMES

Children's television programming recently set an all-time record of 32 violent
acts per hour. By the time children finish elementary school, on average they
have watched 8,000 murders and 100,000 acts of violence. Shareholders have asked
media companies and program sponsors for reports on standards for television
program production and mechanisms for monitoring violent programming. We will
support these resolutions.

In addition, researchers have raised concern that playing violent video games
may lead to violent behavior among children and adolescents. Shareholders have
asked retailers to report on their marketing policies for violent video games.
We will SUPPORT these resolutions.

WORKPLACE VIOLENCE

The Bureau of Labor Statistics Census of Fatal Occupational Injuries, has
documented the significant number of fatal work injuries caused by intentional
acts of violence, particularly for female workers. In keeping with the
recommendations of the U.S. Occupational Safety and Health Administration,
shareholders have asked corporations to develop violence prevention programs in
the workplace. We will SUPPORT these resolutions.

TOBACCO

INSURANCE AND HEALTHCARE COMPANIES INVESTING IN TOBACCO

Shareholders have asked insurance and healthcare company boards to report on the
appropriateness of investments in the tobacco industry. They have also asked for
reports on the impact of smoking on benefit payments for death, disease, and
property loss. Shareholders have also asked insurance companies and healthcare
providers not to invest in the stocks of tobacco companies. We will SUPPORT
these resolutions.

LIMITATION ON TOBACCO SALES TO MINORS AND OTHERS

In the United Kingdom, social investors with a tobacco screen eliminate
supermarket chains because they sell cigarettes. U.S. investors have focused on
tobacco product manufacturers, not retailers. (Domini Social Investments will
not invest in corporations that derive more than 15% of their revenues from the
</R>


                                      A-26

<R>
sale of tobacco products.) However, U.S. shareholders have submitted resolutions
asking management of grocery chains, convenience stores, service stations, and
pharmacies to implement programs to ensure that they do not sell tobacco
products to minors, to restrict the promotion and marketing of tobacco products
both in the U.S. and abroad, and/or to stop selling them altogether. In
addition, shareholders have asked tobacco companies (which the Domini 400 Social
IndexSM does not include) to limit sales of tobacco products to youth in
developing countries and to tie executive compensation to the company's success
in achieving federally mandated decreases in teen smoking. Shareholders have
also asked tobacco companies to adopt a policy of alerting pregnant women to the
dangers of smoking. We will SUPPORT these resolutions.

SALES OF NON-TOBACCO PRODUCTS TO TOBACCO INDUSTRY

Shareholders have asked companies making significant sales of non-tobacco
products to the tobacco industry to study the effects of ending these
transactions or to stop immediately. Shareholders have also asked companies to
study the health impact of certain products sold to the tobacco industry that
become part of tobacco products. We will SUPPORT these resolutions.

SMOKE-FREE RESTAURANTS

Exposure to secondhand smoke from cigarettes can be harmful to the health of
nonsmokers. An increasing number of restaurants are banning smoking on their
premises. Shareholders have asked restaurant companies to adopt a smoke-free
policy. We will SUPPORT these resolutions.

TOBACCO ADVERTISING

Tobacco is among the most heavily advertised products in the U.S. Shareholders
have asked media companies that profit from cigarette advertising to:

 o   Develop policies and practices that would ensure that cigarette advertising
     is not manipulative or misleading
 o   Voluntarily adopt the 1996 Food and Drug Administration regulations
     pertaining to tobacco advertising o Assure that tobacco ads are not
     youth-friendly
 o   Assess the financial impact of refusing to run tobacco ads
 o   Develop counter-tobacco ad campaigns funded from the revenues they receive
     from tobacco advertising
 o   Prepare reports that address the media's role in encouraging smoking,
     particularly among children

Shareholders have also asked media firms to review and report on the ways in
which smoking is portrayed in films and television programming. We will SUPPORT
these resolutions.

TOBACCO SMOKE IN THE ENVIRONMENT

The hazards of tobacco smoke in the environment -- particularly indoors -- are
well documented. Shareholders have requested that a company refrain from efforts
to undermine legislation geared toward restricting smoking in public places.
Shareholders have also asked restaurant and airline companies to adopt
smoke-free policies and they have requested that new fast-food franchises'
facilities be smoke-free. We will SUPPORT these resolutions.
</R>


                                      A-27

<R>
II. DOMINI SOCIAL INVESTMENTS' PROXY VOTING PROCEDURES

These Procedures are designed to ensure that all proxies for which Domini Social
Investments LLC ("Domini") has voting authority are cast in the best interests
of our clients and Domini Funds' shareholders, to whom we owe a fiduciary duty.

Domini has contractually delegated the implementation of its voting policies to
two unaffiliated third parties -- KLD Research & Analytics, Inc. ("KLD") (for
the Domini Social Equity Fund, Domini Institutional Social Equity Fund, and
Domini Social Equity Portfolio, collectively, "the domestic equity funds") and
Social Investment Research Services ("SIRS"), a division of Institutional
Shareholder Services (for the domestic equity funds and the Domini European
Social Equity Fund), as described below. Domini retains oversight of the proxy
voting function, and retains the authority to set voting policies and to vote
the proxies of the Domini Funds.(1)

Domini Social Investments

Primary responsibility for the proxy voting function at Domini rests with
Domini's General Counsel ("GC"). Domini's primary responsibilities include the
following:

     1.   Developing the Proxy Voting Guidelines: These Guidelines, which set
          voting policies for all securities for which Domini has authority to
          vote, are updated on an annual basis (generally before the start of
          the proxy season in the Spring), and from time to time as necessary,
          to reflect new issues raised by shareholder activists, regulatory
          changes and other developments.(2) Domini is also responsible for
          developing procedures and additional policies, where necessary, to
          ensure effective implementation of the Guidelines.

     2.   Evaluation of vendors: To ensure that proxies are being voted in a
          timely fashion, and in accordance with the Guidelines, Domini will
          receive and review reports from SIRS on a quarterly, and an as-needed
          basis.

     3.   Identify and address conflicts of interest where they arise (See
          "Conflicts of Interest", below)

     4.   Determine how to vote in certain circumstances: Where the Guidelines
          are silent on an issue, where there are unique circumstances that
          require further examination, or where the Guidelines require a
          "case-by-case" analysis and KLD or SIRS do not have sufficient
          guidance to resolve the issue, Domini will determine how to vote.

          In making these voting determinations, Domini may draw upon a variety
          of materials including, for example, SIRS analyses, KLD analyses,
          newspaper reports, academic studies, non-governmental organizations
          with expertise in the particular issue being voted on, affected
          stakeholders, and corporate SEC filings, including management's
          position on the issue in question.

- ---------------------
(1) The Board of Trustees ("BOT") of the Domini Funds has delegated the
responsibility to vote proxies for the Funds to Domini Social Investments LLC,
the Funds' investment advisor ("Domini"), and to resolve conflicts of interest
that may arise in the execution of the proxy voting function. The BOT reviews
and adopts Domini's Proxy Voting Policies and Procedures on an annual basis on
behalf of the Funds, and receives quarterly reports from Domini regarding the
execution of its proxy voting duties.

(2) Domini applies one set of voting guidelines to all of its current clients.
We are willing to work with reasonable special instructions from clients,
subject to resource limitations and overall consistency with our investment
approach.
</R>



                                      A-28

<R>
     5.   Reporting to Clients (where client is a fund, to the Domini Funds
          Board of Trustees): Domini is responsible for ensuring that the
          following reporting duties are performed: (a) Annual preparation and
          filing of Form N-PX, containing an annual record of all votes cast for
          each client. The Form will be posted to Domini's website and on the
          SEC's website at www.sec.gov; (b) Availability of Domini's web page
          containing an ongoing record of all votes cast for the Domini Social
          Index Portfolio each year; (c) Responding to client requests for proxy
          voting information; (d) Annual review and update of proxy voting
          information in Form ADV, Part II, the Statement of Additional
          Information for the Domini Funds and the Funds' shareholder reports;
          (e) Communication of material changes to the Policies or Procedures,
          (f) Ensuring that all new clients receive a copy of the most recent
          Form ADV, containing a concise summary of Domini's proxy voting
          policies and procedures.

     6.   Recordkeeping - Domini will maintain the following records: (a) the
          Procedures and Policies, as amended from time to time; (b) proxy
          statements received regarding client securities (via hard copies or
          electronic filings from the SEC's EDGAR filing system held by SIRS);
          (c) records of votes cast on behalf of Domini clients (in conjunction
          with SIRS); (d) records of a client's written request for information
          on how Domini voted proxies for the client, and any written response
          to an oral or written client request for such information; (e) any
          documents prepared or reviewed by Domini that were material to making
          a decision how to vote, or that memorialized the basis for that
          decision. These records will be maintained in an easily accessible
          location for at least five years from the end of the fiscal year
          during which the last entry was made on such record. For the first two
          years, such records will be stored at the offices of Domini Social
          Investments.

KLD Research & Analytics, Inc. ("KLD")

With respect to the domestic equity funds, Domini has delegated day-to-day
responsibility for the implementation of its Guidelines to its social research
provider, KLD. KLD owns and maintains the Domini 400 Social Index(SM), the Index
upon which the Domini Social Equity Fund(R) is based. KLD is responsible for
reviewing SIRS' voting recommendations for each proposal before the vote is
cast. KLD has authority to override SIRS' recommendation if it believes that the
recommendation is inconsistent with Domini's Guidelines.

Where issues arise that are not explicitly addressed by the Guidelines, KLD has
discretion to determine positions that it believes are in the spirit of the
Guidelines and the social and environmental standards applied to the Domini
Funds. In some cases, KLD will seek guidance from Domini. In certain special
circumstances, KLD has been instructed by Domini to defer the decision to Domini
for review.

KLD assists in the development of Domini's Guidelines and works with SIRS on
their implementation.

In an effort to enhance the influence of Domini's proxy voting, KLD sends
letters on behalf of the Domini Funds to corporations, including whenever it
votes against a board slate due to a lack of diversity. KLD is not involved in
voting proxies for the Domini European Social Equity Fund.

Social Investment Research Services ("SIRS")

SIRS, and the clients' custodian, monitors corporate events. SIRS also makes
voting recommendations based on Domini's Guidelines, and casts the votes for
Domini's clients. SIRS is also responsible for maintaining complete records of
all votes cast, including hard copies of all proxies received, preparing voting
reports for Domini, and maintaining Domini's web page containing an ongoing
record of all votes
</R>


                                      A-29

<R>
cast for the Domini Social Index Portfolio each year. On occasion, SIRS provides
consulting services to Domini on the development of proxy voting policies. SIRS
provides analyses of each issue to be voted on, and makes recommendations based
on Domini's Guidelines.

Conflicts of Interest

Although Domini Social Investments does not currently manage any pension plans,
administer employee benefit plans, or provide brokerage, underwriting, insurance
or banking services, there are occasions where potential conflicts of interest
may arise. For example, potential conflicts of interest may present themselves
where:

 o   A Domini fund is included in the 401(k) plan of a client holding, or Domini
     may be actively seeking to have one of its funds included in the 401(k)
     plan of a client holding;
 o   A significant vendor, business partner, client or Fund shareholder may have
     a vested interest in the outcome of a proxy vote; or
 o   A Domini executive or an individual involved in the proxy voting function
     may have a personal or business relationship with the proponent of a
     shareholder proposal or an issuer, or may otherwise have a vested interest
     in the outcome of a proxy vote.

Our proxy voting policies and procedures are designed to ensure that all proxies
are voted in the best interests of all of our clients and Fund shareholders by
isolating the proxy voting function from any potential conflicts of interest.
For example:

 o   The majority of our Guidelines are pre-determined, meaning that they
     outline an issue and determine a specific vote. With few exceptions, these
     policies are applied as drafted.

 o   Our policies are implemented by unaffiliated third parties that are
     generally not privy to the business or personal relationships that may
     present a conflict of interest.

In most instances, therefore, votes are cast according to pre-determined
policies, and potential conflicts of interest cannot influence the outcome of
our voting decisions. There are, however, several voting guidelines that require
a case-by-case determination, and other instances where we may vary from our
pre-determined policies where we believe it is in our clients and Fund
shareholders' best interests to do so.

Where a proxy voting decision is decided in-house by Domini, the following
procedures have been adopted to ensure that conflicts of interest are identified
and appropriately addressed:

     1.   Any Domini employee involved in a voting decision is directed to
          identify any conflicts of interest he/she is aware of, including any
          contacts from outside parties or other members of Domini's staff or
          management team regarding the proxy issue in question.

     2.   If conflicts are identified, and they are of a personal nature, that
          individual will be asked to remove him/herself from the
          decision-making process.

     3.   Domini is a relatively small firm, and it is not possible to
          completely insulate decision-makers from all potential conflicts of
          interest relating to Domini's business. If the conflicts are related
          to Domini's business, therefore, Domini will:
</R>


                                      A-30

<R>
          a)   Where practical, present the conflict to the client and seek
               guidance or consent to vote the proxy (where the client is a
               mutual fund, Domini will seek guidance from the Domini Funds'
               independent trustees.(3)

          b)   Where Domini is unable to pursue (a), above, or at the direction
               of the client, Domini will delegate the decision to KLD or SIRS
               to cast the vote. Domini will take all necessary steps to
               insulate KLD and SIRS from knowledge of the specific nature of
               the conflict so as not to influence the voting decision.

          c)   Domini will keep records of how the conflict was identified and
               what resolution was reached. These records will be available for
               review at the client's request.

These policies and procedures are subject to change without notice. They will be
reviewed, and updated where necessary, on at least an annual basis and will be
posted to Domini's website at www.domini.com/proxyvoting.html.

- -------------------------
(3) In some cases, disclosure of the specific nature of the conflict may not be
possible because disclosure is prohibited by Domini's privacy policy (where, for
example, the conflict concerns a client or Fund shareholder) or may not
otherwise be in the best interests of a Domini client, disclosure may violate
other confidentiality obligations of the firm, or the information to be
disclosed may be proprietary and place Domini at a competitive disadvantage. In
such cases, we will discuss the situation with the client and seek guidance.
</R>

                                     PART C

Item 23.   Exhibits

(7)        a(1) Second Amended and Restated Declaration of Trust of the
                Registrant
           a(2) Amendment to Declaration of Trust of the Registrant
           b    Amended and Restated By-Laws of the Registrant
(6)        d(1) Management Agreement between the Registrant and Domini Social
                Investments LLC ("Domini") with respect to Domini Social
                Bond Fund
           d(2) Amendment to Management Agreement between the Registrant and
                Domini with respect to Domini Social Bond Fund
(12)       d(3) Submanagement Agreement between Domini and Seix Advisors
                ("Seix") with respect to Domini Social Bond Fund
           d(4) Management Agreement between the Registrant and Domini with
                respect to Domini European Social Equity Fund
           e(1) Amended and Restated Distribution Agreement with respect to
                Investor Shares between the Registrant and DSIL Investment
                Services LLC ("DSILD"), as distributor
(9)        e(2) Distribution Agreement with respect to Class R Shares between
                the Registrant and DSILD, as distributor
(3)        g(1) Custodian Agreement between the Registrant and Investors
                Bank & Trust Company ("IBT"), as custodian
(8)        g(2) Amendment to Custodian Agreement between the Registrant and
                IBT, as custodian
(9)        g(3) Amendment to Custodian Agreement between the Registrant and
                IBT, as custodian
           g(4) Amendment to the Custodian Agreement between the Registrant and
                IBT, as custodian
(10)       h(1) Transfer Agency Agreement between the Registrant and
                PFPC Inc. ("PFPC")
(1)        h(2) Sponsorship Agreement between the Registrant and Domini, as
                sponsor, with respect to Domini Social Equity Fund
           h(3) Amendment to Sponsorship Agreement between the Registrant and
                Domini, as sponsor, with respect to Domini Social Equity Fund
(11)       h(4) Expense Limitation Agreement with respect to Domini Social
                Equity Fund
(11)       h(5) Expense Limitation Agreement with respect to Domini Social
                Bond Fund
(11)       h(6) Expense Limitation Agreement with respect to Domini Social
                Bond Fund
           h(7) Expense Limitation Agreement with respect to Domini European
                Social Equity Fund
(6)        h(8) Administration Agreement between the Registrant and Domini
(2)(4)     i    Opinion and consent of counsel
and *
(9)        m    Amended and Restated Distribution Plan of the Registrant with
                respect to Investor Shares
(8)        n    Multiple Class Plan of the Registrant
(12)       p(1) Code of Ethics of the Registrant, Domini Social Trust, Domini
                Institutional Trust, and Domini Advisor Trust
           p(2) Code of Ethics of Domini and DSILD
(10)       p(3) Code of Ethics of SSgA Funds Management, Inc.
(12)       p(4) Code of Ethics of Seix
(12)       p(5) Code of Ethics of Wellington Management Company, LLP
(11)       q    Powers of Attorney
- ------------------------

(1)        Incorporated herein by reference from Post-Effective Amendment No. 11
           to the Registrant's Registration Statement as filed with the SEC on
           November 25, 1997.
(2)        Incorporated herein by reference from Post-Effective Amendment No. 13
           to the Registrant's Registration Statement as filed with the SEC on
           September 29, 1999.
(3)        Incorporated herein by reference from Post-Effective Amendment No. 14
           to the Registrant's Registration Statement as filed with the SEC on
           November 23, 1999.
(4)        Incorporated herein by reference from Post-Effective Amendment No. 16
           to the Registrant's Registration Statement as filed with the SEC on
           January 13, 2000.
(5)        Incorporated herein by reference from Post-Effective Amendment No. 17
           to the Registrant's Registration Statement as filed with the SEC on
           March 31, 2000.



(6)        Incorporated herein by reference from Post-Effective Amendment No. 19
           to the Registrant's Registration Statement as filed with the SEC on
           November 28, 2000.
(7)        Incorporated herein by reference from Post-Effective Amendment No. 20
           to the Registrant's Registration Statement as filed with the SEC on
           September 28, 2001.
(8)        Incorporated herein by reference from Post-Effective Amendment No. 23
           to the Registrant's Registration Statement as filed with the SEC on
           September 29, 2003.
(9)        Incorporated herein by reference from Post-Effective Amendment No. 24
           to the Registrant's Registration Statement as filed with the SEC on
           November 26, 2003.
(10)       Incorporated herein by reference from Post-Effective Amendment No. 25
           to the Registrant's Registration Statement as filed with the SEC on
           September 29, 2004.
(11)       Incorporated herein by reference from Post-Effective Amendment No. 26
           to the Registrant's Registration Statement as filed with the SEC on
           November 24, 2004.
(12)       Incorporated herein by reference from Post-Effective Amendment No. 27
           to the Registrant's Registration Statement as filed with the SEC on
           June 10, 2005.

* Filed herewith.

Item 24.   Persons Controlled by or under Common Control with Registrant

           Not applicable.

Item 25.   Indemnification

           Reference is hereby made to (a) Article V of the Registrant's Second
Amended and Restated Declaration of Trust, incorporated herein by reference; and
(b) Section 4 of the Distribution Agreements by and between the Registrant and
DSIL Investment Services LLC, incorporated herein by reference.

           The trustees and the officers of the Registrant and the personnel of
the Registrant's administrator and distributor 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.

Item 26.   Business and Other Connections of Investment Adviser

           Domini Social Investments LLC ("Domini") is a Massachusetts limited
liability company with offices at 536 Broadway, 7th Floor, New York, New York
10012, and is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended. The members of Domini are James E. Brooks; Amy L.
Domini; Steven D. Lydenberg; Jotham C. Kinder; John G. Kinder; Dal LaMagna;
Committed Capital, LLC; and Domini Holdings LLC. The officers of Domini are as
follows:

<TABLE>


                                 Other Business, Profession, Vocation,
      Name and Capacity                 or Employment During the                      Principal
         with Domini                      Past Two Fiscal Years                   Business Address


Amy L. Domini                   Private Trustee, Loring, Wolcott &               230 Congress Street
Chief Executive Officer         Coolidge Office (fiduciary)                       Boston, MA 02110

                                Manager, DSIL Investment Services LLC          536 Broadway, 7th Floor
                                (broker-dealer); Manager, Domini                 New York, NY 10012
                                Holdings LLC (holding company)

Carole M. Laible                President, CEO, Chief Compliance               536 Broadway, 7th Floor
President and Chief Operating   Officer, Chief Financial Officer,                New York, NY 10012
Officer                         Secretary, and Treasurer, DSIL
                                Investment Services LLC (broker-dealer)
</TABLE>

                                      C-2



<TABLE>


Steven D. Lydenberg             Director, KLD Research & Analytics,            536 Broadway, 7th Floor
Chief Investment Officer        Inc. (social research provider) (until           New York, NY 10012
                                2003)

</TABLE>

           SSgA Funds Management, Inc. ("SSgA") is a wholly owned subsidiary of
State Street Corporation, with its main offices at State Street Financial
Center, One Lincoln Street, Boston, MA 02111. SSgA is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended. The
directors and officers of SSgA are as follows:

<TABLE>


                                 Other Business, Profession, Vocation,
      Name and Position                 or Employment During the                      Principal
          with SSgA                      Past Two Fiscal Years                    Business Address

James Ross                      Principal, State Street Global              State Street Financial Center
President & Director            Advisors, a division of State Street             One Lincoln Street
                                Bank and Trust Company                            Boston, MA 02111

Thomas P. Kelly                 Principal and Comptroller, State Street     State Street Financial Center
Treasurer                       Global Advisors, a division of State             One Lincoln Street
                                Street Bank and Trust Company                     Boston, MA 02111

Mark J. Duggan                  Principal and Associate Counsel, State      State Street Financial Center
Chief Legal Officer             Street Global Advisors, a division of            One Lincoln Street
                                State Street Bank and Trust Company               Boston, MA 02111

Peter A. Ambrosini              Senior Principal and Chief Compliance       State Street Financial Center
Chief Compliance Officer        and Risk Management Officer, State               One Lincoln Street
                                Street Global Advisors, a division of             Boston, MA 02111
                                State Street Bank and Trust Company

Mitchell H. Shames              Senior Principal and Chief Counsel,         State Street Financial Center
Director                        State Street Global Advisors, a                  One Lincoln Street
                                division of State Street Bank and Trust           Boston, MA 02111
                                Company

Peter G. Leahy                  Senior Principal, State Street Global       State Street Financial Center
Director                        Advisors, a division of State Street             One Lincoln Street
                                Bank and Trust Company                            Boston, MA 02111
</TABLE>

           Seix Advisors is the fixed-income division of Trusco Capital
Management, Inc. ("Trusco"), with its offices at 10 Mountainview Road, Suite
C-200, Upper Saddle River, NJ 07458. Trusco is a wholly owned subsidiary of
SunTrust Banks, Inc. Trusco is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. Other business, profession,
vocation, or employment of a substantial nature in which each director or
principal officer of Trusco is or has been, at any time during the last two
fiscal years, engaged for his own account or in the capacity of director,
officer, employee, partner, or trustee are as follows:

<TABLE>

      Name and Position
         with Trusco                     Name of Other Company              Connection with Other Company

David Eidson                              SunTrust Banks, Inc.                  Senior Vice President
Director                                     SunTrust Bank                      Senior Vice President
                                        SunTrust Capital Markets                Senior Vice President

William H. Rogers                         SunTrust Banks, Inc.                Executive Vice President
Director
</TABLE>

                                      C-3



<TABLE>


Douglas S. Phillips                          SunTrust Bank                    Chief Investment Officer
President/CEO/Director            Zevenbergen Capital Investments LLC                 Director

Paul L. Robertson, III                    SunTrust Banks, Inc.                     Vice President
Executive VicePresident/                     SunTrust Bank                         Vice President
Secretary/Treasurer

Andrew J. Muldoon, III                       SunTrust Bank                    Executive Vice President
Executive Vice President

G. Bradley Ball                              SunTrust Bank                         Vice President
Executive Vice President

Elizabeth G. Pola                 Zevenbergen Capital Investments LLC                 Director
Executive Vice President

Robert J. Rhodes                             SunTrust Bank                             Officer
Executive Vice President

Christina Seix                                     --                                    --
Executive Vice President

John Talty                                         --                                    --
Executive Vice President

David C. Anderson                            SunTrust Bank                         Vice President
Vice President

Charles B. Arrington                         SunTrust Bank                             Officer
Vice President

Frances J. Aylor                                   --                                    --
Vice President

Brett L. Barner                              SunTrust Bank                             Officer
Managing Director

James N. Behre                                     --                                    --
Vice President

Richard M. Bemis                             SunTrust Bank                         Vice President
Vice President

Theresa N. Benson                            SunTrust Bank                         Vice President
Vice President

Edward E. Best                               SunTrust Bank                             Officer
Managing Director

Glen Blackston                                     --                                    --
Vice President

Gordon Boardway                                    --                                    --
Vice President
</TABLE>

                                      C-4


<TABLE>


Matthew Boden                                      --                                    --
Vice President

Noel Crissman Boggan                         SunTrust Bank                             Officer
Vice President

Robert S. Bowman                             SunTrust Bank                             Officer
Managing Director

John Brennan                                       --                                    --
Vice President

Casey C. Brogdon                             SunTrust Bank                             Officer
Managing Director

Daniel Bromstad                                    --                                    --
Vice President

Marlon Brown                                 SunTrust Bank                             Officer
Vice President

William B. Buie                              SunTrust Bank                             Officer
Vice President

Joseph Calabrese                                   --                                    --
Managing Director

George E. Calvert, Jr.                       SunTrust Bank                             Officer
Vice President

Ann Caner                                    SunTrust Bank                         Vice President
Vice President

Matthew Carney                                     --                                    --
Vice President

Christopher D. Carter                        SunTrust Bank                         Vice President
Vice President

Carlos Catoya                                      --                                    --
Vice President

Denise E. Claridy                                  --                                    --
Vice President

Benjamin M. Clark                            SunTrust Bank                         Vice President
Vice President

Shane Coldren                                SunTrust Bank                             Officer
Managing Director

Robert W. Corner                             SunTrust Bank                             Officer
Managing Director

Scott Craig                                        --                                    --
Vice President
</TABLE>

                                      C-5



<TABLE>


Stacey Culver                                      --                                    --
Vice President

William Davis                                      --                                    --
Vice President

J. Chadwick Deakins                         SunTrust Bank                              Officer
Managing Director

Louis Joseph Douglass, IV                          --                                    --
Vice President

Martin J. Duffy                              SunTrust Bank                             Officer
Vice President

Mary Durkin                                  SunTrust Bank                             Officer
Vice President

Bob M. Farmer                                SunTrust Bank                         Vice President
Managing Director

Douglas J. Farmer                                  --                                    --
Vice President

Robert Felice                                      --                                    --
Managing Director

James Fitzpatrick                                  --                                    --
Vice President

John Floyd                                   SunTrust Bank                             Officer
Managing Director

James P. Foster                              SunTrust Bank                             Officer
Managing Director

Gregory Fraser                                     --                                    --
Vice President

Holly Freeman                                SunTrust Bank                         Vice President
Vice President

Laura B. Friend                                    --                                    --
Vice President

Elena Fyodorova                                    --                                    --
Vice President

Michelle Gallo                                     --                                    --
Vice President

Mark D. Garfinkel                            SunTrust Bank                             Officer
Managing Director

Alan M. Gayle                                      --                                    --
Managing Director
</TABLE>
                                      C-6


<TABLE>


Eunice Gillespie                             SunTrust Bank                         Vice President
Vice President

Frank P. Giove                                     --                                    --
Vice President

Steven Elliott Gordon                        SunTrust Bank                         Vice President
Managing Director

George Goudelias                                   --                                    --
Managing Director

David Grachek                                SunTrust Bank                         Vice President
Vice President

Neil L. Halpert                                    --                                    --
Vice President

Melvin E. Hamilton                           SunTrust Bank                         Vice President
Managing Director

Edward Hugh Head                                   --                                    --
Vice President

Michael Todd Hill                            SunTrust Bank                             Officer
Vice President

Michael J. Honsharuk                         SunTrust Bank                             Officer
Vice President

Debra Hooper                                 SunTrust Bank                         Vice President
Vice President

Deborah Hopkins                                    --                                    --
Vice President

David Hunt                                         --                                    --
Vice President

Michael A. Jenacova                                --                                    --
Vice President

Jim Johnstone                                      --                                    --
Vice President

Christopher A. Jones                               --                                    --
Managing Director

Christine Y. Keefe                           SunTrust Bank                         Vice President
Vice President

Nat King                                           --                                    --
Vice President
</TABLE>

                                      C-7


<TABLE>


Michael Kirkpatrick                                --                                    --
Vice President

Patrick W. Kirksey                                 --                                    --
Vice President

James E. Kofron                              SunTrust Bank                             Officer
Vice President

Ray Kramer                                         --                                    --
Vice President

Ken Kresch                                         --                                    --
Vice President

Deborah A. Lamb                           SunTrust Banks, Inc.                         Officer
Managing Director                            SunTrust Bank                             Officer

Wayne G. Larochelle                          SunTrust Bank                         Vice President
Managing Director

Gerard Leen                                        --                                    --
Vice President

Charles B. Leonard                           SunTrust Bank                             Officer
Managing Director

Carla Leslie                                       --                                    --
Managing Director

Biron Lim                                          --                                    --
Vice President

Tina Y. Long                                       --                                    --
Vice President

William Longan                               SunTrust Bank                             Officer
Vice President

Jennifer J. Love                             SunTrust Bank                         Vice President
Vice President

Kimberly C. Maichle                          SunTrust Bank                             Officer
Vice President

James B. Mallory                             SunTrust Bank                         Vice President
Vice President

Jeffrey E. Markunas                          SunTrust Bank                             Officer
Managing Director

Patrick K. Mason                             SunTrust Bank                         Vice President
Vice President

Mike McEachern                                     --                                    --
Managing Director
</TABLE>


                                      C-8


<TABLE>


Andrew McGhee                                      --                                    --
Managing Director

Evan Melcher                                 SunTrust Bank                             Officer
Vice President

Tom Meyers                                         --                                    --
Managing Director

R. Douglas Mitchell                                --                                    --
Vice President

Peter T. Montgomery                          SunTrust Bank                             Officer
Vice President

Sharon Moran                                       --                                    --
Vice President

Elizabeth T. Morrison                        SunTrust Bank                             Officer
Vice President

Stephen Murrin                                     --                                    --
Vice President

Timothy James Nash                           SunTrust Bank                             Officer
Vice President

Robert Neinken                               SunTrust Bank                         Vice President
Managing Director

Harold F. Nelson                             SunTrust Bank                             Officer
Managing Director

Brian Nold                                         --                                    --
Vice President

Brian O'Connell                                    --                                    --
Managing Director

Thomas J. O'Neil                                   --                                    --
Vice President

Agnes G. Pampush                             SunTrust Bank                             Officer
Managing Director

Cynthia Panebianco                                 --                                    --
Vice President

Christopher Paolella                         SunTrust Bank                         Vice President
Managing Director

Patrick Paparelli                         SunTrust Banks, Inc.                     Vice President
Managing Director                            SunTrust Bank                         Vice President

Sheri L. Paquette                            SunTrust Bank                             Officer
Vice President
</TABLE>

                                      C-9


<TABLE>


Ty Parrish                                   SunTrust Bank                         Vice President
Vice President

Ronnie G. Pennell                            SunTrust Bank                             Officer
Vice President

Elliott A. Perny                             SunTrust Bank                             Officer
Managing Director

James Phebus Jr.                             SunTrust Bank                             Officer
Vice President

Gary Plourde                                 SunTrust Bank                         Vice President
Managing Director

Sean Porrello                                      --                                    --
Vice President

Raymond Prophater                                  --                                    --
Vice President

Joe E. Ransom                                SunTrust Bank                             Officer
Managing Director

Boyce G. Reid                                SunTrust Bank                             Officer
Vice President

David W. Reidy                                     --                                    --
Vice President

Kristin Hildebrand Ribic                           --                                    --
Vice President

Mills A. Riddick                             SunTrust Bank                             Officer
Managing Director

Josie C. Rosson                                    --                                    --
Managing Director

James L. Savage                              SunTrust Bank                             Officer
Vice President

Diane Schmidt                                      --                                    --
Vice President

Marc H. Schneidau                            SunTrust Bank                             Officer
Managing Director

Ronald H. Schwartz                           SunTrust Bank                             Officer
Managing Director

Michael G. Sebesta                           SunTrust Bank                             Officer
Managing Director
</TABLE>

                                      C-10


<TABLE>


Dusty L. Self                                SunTrust Bank                             Officer
Vice President

Bob Sherman                                        --                                    --
Managing Director

Julia Short                                        --                                    --
Vice President

Robin Shulman                                      --                                    --
Managing Director

Garrett P. Smith                             SunTrust Bank                             Officer
Managing Director

George D. Smith, Jr.                         SunTrust Bank                             Officer
Managing Director

Stephen Smith                                      --                                    --
Vice President

E. Dean Speer                                SunTrust Bank                             Officer
Vice President

Ellen Spong                                  SunTrust Bank                         Vice President
Managing Director

Jeffrey St. Amand                                  --                                    --
Vice President

Celia S. Stanley                                   --                                    --
Vice President

John H. Stebbins                          SunTrust Banks, Inc.                     Vice President
Managing Director                            SunTrust Bank                         Vice President

Chad K. Stephens                             SunTrust Bank                             Officer
Vice President

Adam C. Stewart                                    --                                    --
Vice President

E. Sonny Surkin                              SunTrust Bank                             Officer
Vice President

Hubert Swecker                               SunTrust Bank                         Vice President
Vice President

Paul V. Taffe                                SunTrust Bank                         Vice President
Vice President

William F. Tarry                             SunTrust Bank                             Officer
Vice President

Parker W. Thomas Jr.                         SunTrust Bank                             Officer
Managing Director
</TABLE>


                                      C-11


<TABLE>


James M. Thomas                              SunTrust Bank                         Vice President
Vice President

Perry Troisi                                       --                                    --
Managing Director

Stuart F. Van Arsdale                        SunTrust Bank                             Officer
Managing Director

David M. Walrod                                    --                                    --
Vice President

Casey Walsh                                        --                                    --
Vice President

Francis P. Walsh                                   --                                    --
Vice President

Joseph Walsh                                 SunTrust Bank                         Vice President
Vice President

George Way                                         --                                    --
Vice President

Adrien Webb                                        --                                    --
Managing Director

Gregory Webster                                    --                                    --
Vice President

Darren C. Weems                                    --                                    --
Vice President

Matthew Welden                                     --                                    --
Vice President

Ellen Welsh                                        --                                    --
Managing Director

Elizabeth Wilson                                   --                                    --
Managing Director

William L. Wilson, Jr.                       SunTrust Bank                             Officer
Vice President

Tom Winters                                        --                                    --
Managing Director

Donald Wordell                               SunTrust Bank                             Officer
Vice President

Natalie Wright                                     --                                    --
Vice President

Stephen M. Yarbrough                      SunTrust Banks, Inc.                     Vice President
Managing Director                            SunTrust Bank                         Vice President
</TABLE>


                                      C-12


<TABLE>


Steven M. Yates                              SunTrust Bank                             Officer
Managing Director

Jay Young                                          --                                    --
Vice President

Jon Yozzo                                          --                                    --
Vice President

Scott Yuschak                                      --                                    --
Vice President

Sam Zona                                           --                                    --
Managing Director
</TABLE>

           The principal business address of Wellington Management Company, LLP
("Wellington Management") is 75 State Street, Boston, MA 02109. Wellington
Management is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended. The partners and managing partners of Wellington
Management are as follows:
<TABLE>


    Name and Position with
    Wellington Management                Name of Other Company              Connection with Other Company

Kenneth L. Abrams                                  --                                    --
Partner

Nicholas C. Adams                                  --                                    --
Partner

Deborah L. Allinson                                --                                    --
Partner

Steven C. Angeli                                   --                                    --
Partner

James H. Averill                                   --                                    --
Partner

John F. Averill                                    --                                    --
Partner

Karl E. Bandtel                                    --                                    --
Partner

David W. Barnard                                   --                                    --
Partner

Mark J. Beckwith                                   --                                    --
Partner

James A. Bevilacqua                                --                                    --
Partner
</TABLE>


                                      C-13


<TABLE>


    Name and Position with
    Wellington Management                Name of Other Company              Connection with Other Company

Kevin J. Blake                                     --                                    --
Partner

William N. Booth                                   --                                    --
Partner

John A. Boselli                                    --                                    --
Partner

Michael J. Boudens                                 --                                    --
Partner

Edward P. Bousa                                    --                                    --
Partner

John V. Brannen                                    --                                    --
Partner

Paul Braverman                                     --                                    --
Partner

Robert A. Bruno                                    --                                    --
Partner

Michael T. Carmen                                  --                                    --
Partner

Maryann E. Carroll                                 --                                    --
Partner

William R.H. Clark                                 --                                    --
Partner

Cynthia M. Clarke                                  --                                    --
Partner

Richard M. Coffman                                 --                                    --
Partner

John DaCosta                                       --                                    --
Partner

Pamela Dippel                                      --                                    --
Partner

Scott M. Elliott                                   --                                    --
Partner

Robert L. Evans                                    --                                    --
Partner
</TABLE>

                                      C-14


<TABLE>

    Name and Position with
    Wellington Management                Name of Other Company              Connection with Other Company


David R. Fassnacht                                 --                                    --
Partner

Hollis French                                      --                                    --
Partner

Lisa D. Finkel                                     --                                    --
Partner

Mark A. Flaherty                                   --                                    --
Partner

Laurie A. Gabriel                                  --                                    --
Managing Partner

Ann C. Gallo                                       --                                    --
Partner

Bruce L. Glazer                                    --                                    --
Partner

Subbiah Gopalraman                                 --                                    --
Partner

Paul J. Hamel                                      --                                    --
Partner

William J. Hannigan                                --                                    --
Partner

Lucius T. Hill, III                                --                                    --
Partner

James P. Hoffmann                                  --                                    --
Partner

Jean M. Hynes                                      --                                    --
Partner

Steven T. Irons                                    --                                    --
Partner

Mark D. Jordy                                      --                                    --
Partner

Paul D. Kaplan                                     --                                    --
Partner

Lorraine A. Keady                                  --                                    --
Partner

John C. Keogh                                      --                                    --
Partner
</TABLE>

                                      C-15


<TABLE>

    Name and Position with
    Wellington Management                Name of Other Company              Connection with Other Company

George C. Lodge, Jr.                               --                                    --
Partner

Nancy T. Lukitsh                                   --                                    --
Partner

Mark T. Lynch                                      --                                    --
Partner

Norman L. Malcolm                                  --                                    --
Partner

Mark D. Mandel                                     --                                    --
Partner

Christine S. Manfredi                              --                                    --
Partner

Lucinda M. Marrs                                   --                                    --
Partner

Earl E. McEvoy                                     --                                    --
Partner

Matthew E. Megargel                                --                                    --
Partner

James N. Mordy                                     --                                    --
Partner

Diane C. Nordin                                    --                                    --
Partner

Stephen T. O'Brien                                 --                                    --
Partner

Andrew S. Offit                                    --                                    --
Partner

Edward P. Owens                                    --                                    --
Partner

Saul J. Pannell                                    --                                    --
Partner

Thomas L. Pappas                                   --                                    --
Partner

Jonathan M. Payson                                 --                                    --
Partner
</TABLE>


                                      C-16


<TABLE>

    Name and Position with
    Wellington Management                Name of Other Company              Connection with Other Company

Philip H. Perelmuter                               --                                    --
Partner

Robert D. Rands                                    --                                    --
Partner

Jamie A. Rome                                      --                                    --
Partner

James A. Rullo                                     --                                    --
Partner

John R. Ryan                                       --                                    --
Managing Partner

Joseph H. Schwartz                                 --                                    --
Partner

James H. Shakin                                    --                                    --
Partner

Theodore E. Shasta                                 --                                    --
Partner

Andrew J. Shilling                                 --                                    --
Partner

Binkley C. Shorts                                  --                                    --
Partner

Scott E. Simpson                                   --                                    --
Partner

Trond Skramstad                                    --                                    --
Partner

Stephen A. Soderberg                               --                                    --
Partner

Haluk Soykan                                       --                                    --
Partner

Kent M. Stahl                                      --                                    --
Partner

Eric Stromquist                                    --                                    --
Partner

Brendan J. Swords                                  --                                    --
Partner

Harriett T. Taggart                                --                                    --
Partner
</TABLE>

                                      C-17


<TABLE>

    Name and Position with
    Wellington Management                Name of Other Company              Connection with Other Company

Frank L. Teixeira                                  --                                    --
Partner

Perry M. Traquina                                  --                                    --
Managing Partner

Nilesh P. Undavia                                  --                                    --
Partner

Kim Williams                                       --                                    --
Partner

Itsuki Yamashita                                   --                                    --
Partner

David S. Zimble                                    --                                    --
Partner
</TABLE>

Item 27.   Principal Underwriters

           (a)    DSIL Investment Services LLC is the distributor for the
                  Registrant.
                  DSIL Investment Services LLC serves as the distributor or the
                  placement agent for the following other registered investment
                  companies: Domini Institutional Social Equity Fund, Domini
                  Social Equity Portfolio, Domini European Social Equity
                  Portfolio, Domini Social Index Trust, and Domini European
                  Social Equity Trust.
           (b)    The information required by this Item 27 with respect to each
                  manager or officer of DSIL Investment Services LLC is
                  incorporated herein by reference from Schedule A of Form BD as
                  filed by DSIL Investment Services LLC (File No. 008-44763)
                  pursuant to the Securities Exchange Act of 1934, as amended.
           (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, 7th Floor
(manager)                                      New York, NY 10012

SSgA Funds Management, Inc.                    State Street Financial Center
(submanager)                                   One Lincoln Street
                                               Boston, MA 02111

Seix Advisors, the fixed-income division of    10 Mountainview Road, Suite C-200
Trusco Capital Management, Inc.                Upper Saddle River, NJ 07458
(submanager)

Wellington Management Company, LLP             75 State Street
(submanager)                                   Boston, MA 02109


                                      C-18



DSIL Investment Services LLC                   536 Broadway, 7th Floor
(distributor)                                  New York, NY 10012

Investors Bank & Trust Company                 200 Clarendon Street
(custodian)                                    Boston, MA 02116

PFPC Inc.                                      4400 Computer Drive
(transfer agent)                               Westborough, MA 01581

Item 29.   Management Services

           Not applicable.

Item 30.   Undertakings

           Not applicable.



                                      C-19



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all requirements for effectiveness of this Registration Statement
under 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of New York and the State of New York on the 29th day
of August, 2005.

                                               DOMINI SOCIAL INVESTMENT TRUST
                                               By: /s/ Amy L. Domini
                                               -------------------------
                                               Amy L. Domini
                                               President

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below on August 29, 2005.


<TABLE>


                      Signature                               Title

/s/ Amy L. Domini                              President (Principal Executive Officer) and Trustee
- -----------------------------------            of Domini Social Investment Trust
Amy L. Domini

/s/ Carole M. Laible                           Treasurer (Principal Accounting and Financial
- -----------------------------------            Officer) of Domini Social Investment Trust
Carole M. Laible

Julia Elizabeth Harris*                        Trustee of Domini Social Investment Trust
- -----------------------------------
Julia Elizabeth Harris

Kirsten S. Moy*                                Trustee of Domini Social Investment Trust
- -----------------------------------
Kirsten S. Moy

William C. Osborn*                             Trustee of Domini Social Investment Trust
- -----------------------------------
William C. Osborn

Karen Paul*                                    Trustee of Domini Social Investment Trust
- -----------------------------------
Karen Paul

Gregory A. Ratliff*                            Trustee of Domini Social Investment Trust
- -----------------------------------
Gregory A. Ratliff

John L. Shields*                               Trustee of Domini Social Investment Trust
- -----------------------------------
John L. Shields

Frederick C. Williamson, Sr.*                  Trustee of Domini Social Investment Trust
- -----------------------------------
Frederick C. Williamson, Sr.

*By: /s/ Amy L. Domini
- -------------------------------
Amy L. Domini
Executed by Amy L. Domini on behalf of those
indicated pursuant to Powers of Attorney.
</TABLE>





                                   SIGNATURES

     Domini Social Trust has duly caused this Registration Statement on Form
N-1A (File No. 33-29180) of Domini Social Investment Trust to be signed on its
behalf by the undersigned, duly authorized, in the City of New York and the
State of New York on the 29th day of August, 2005.

                                               DOMINI SOCIAL TRUST
                                               By: /s/ Amy L. Domini
                                               -----------------
                                               Amy L. Domini
                                               President

     This Registration Statement on Form N-1A of Domini Social Investment Trust
has been signed below by the following persons in the capacities indicated below
on August 29, 2005.

<TABLE>


                      Signature                                        Title

/s/ Amy L. Domini                               President (Principal Executive Officer) and Trustee
- -----------------------------------             of Domini Social Trust
Amy L. Domini

/s/ Carole M. Laible                            Treasurer (Principal Accounting and Financial
- -----------------------------------             Officer) of Domini Social Trust
Carole M. Laible

Julia Elizabeth Harris*                         Trustee of Domini Social Trust
- -----------------------------------
Julia Elizabeth Harris

Kirsten S. Moy*                                 Trustee of Domini Social Trust
- -----------------------------------
Kirsten S. Moy

William C. Osborn*                              Trustee of Domini Social Trust
- -----------------------------------
William C. Osborn

Karen Paul*                                     Trustee of Domini Social Trust
- -----------------------------------
Karen Paul

Gregory A. Ratliff*                             Trustee of Domini Social Trust
- -----------------------------------
Gregory A. Ratliff

John L. Shields*                                Trustee of Domini Social Trust
- -----------------------------------
John L. Shields

Frederick C. Williamson, Sr.*                   Trustee of Domini Social Trust
- -----------------------------------
Frederick C. Williamson, Sr.

*By: /s/ Amy L. Domini
- -------------------------------
Amy L. Domini
Executed by Amy L. Domini on behalf of those
indicated pursuant to Powers of Attorney.
</TABLE>




                                INDEX TO EXHIBITS


  EXHIBIT NO.  DESCRIPTION OF EXHIBIT

    a(2)       Amendment to Declaration of Trust of the Registrant

    b          Amended and Restated By-Laws of the Registrant

    d(2)       Amendment to Management Agreement between the Registrant and
               Domini with respect to Domini Social Bond Fund

    d(4)       Management Agreement between the Registrant and Domini with
               respect to Domini European Social Equity Fund

    e(1)       Amended and Restated Distribution Agreement with respect to
               Investor Shares between the Registrant and DSIL Investment
               Services LLC ("DSILD"), as distributor

    g(4)       Amendment to the Custodian Agreement between the Registrant and
               IBT, as custodian

    h(3)       Amendment to Sponsorship Agreement between the Registrant and
               Domini, as sponsor, with respect to Domini Social Equity Fund

    h(7)       Expense Limitation Agreement with respect to Domini European
               Social Equity Fund

    i          Opinion and consent of counsel

    p(2)       Code of Ethics of Domini and DSILD

EX-99.A(2)

Exhibit a(2)

                         DOMINI SOCIAL INVESTMENT TRUST

                                    Amendment
                             to Declaration of Trust

                                 August 1, 2005

         The undersigned, constituting at least a majority of the Trustees of
the Trust named above and acting pursuant to the Trust's Declaration of Trust as
currently in effect (the "Declaration of Trust"), do hereby certify that in
accordance with the provisions of the first sentence of Section 9.3(a) of the
Declaration of Trust, the following amendments to the Declaration of Trust has
been duly adopted by at least a majority of the Trustees of the Trust, effective
as of August 1, 2005:

         (a) The Establishment and Designation of Series of Shares of Beneficial
Interests (par value $0.00001 per Share) attached as Appendix A to the
Declaration of Trust has been amended and restated to read as set forth on
Appendix A attached hereto.

         (b) Section 5.2 of the Declaration of Trust is amended to read in its
entirety as follows:

                  Section 5.2. Non-Liability of Trustees and Others. No Trustee,
         Trustee Emeritus, officer, employee or agent of the Trust shall be
         subject to any personal liability whatsoever to any Person, other than
         the Trust or its Shareholders, in connection with Trust Property or the
         affairs of the Trust; and all Persons shall look solely to the Trust
         Property for satisfaction of claims of any nature arising in connection
         with the affairs of the Trust. No Trustee, Trustee Emeritus, officer,
         employee or agent of the Trust shall be liable to the Trust or to any
         Shareholder, Trustee, officer, employee, or agent of the Trust for any
         action or failure to act (including without limitation the failure to
         compel in any way any former or acting Trustee to redress any breach of
         trust) except for his or her own bad faith, willful misfeasance, gross
         negligence or reckless disregard of his or her duties involved in the
         conduct of the individual's office. Without limiting the foregoing, the
         appointment, designation or identification of a Trustee as the
         chairperson (including the independent chairperson) of the Board of
         Trustees, a member or chairperson of a committee of the Trustees, an
         expert on any topic or in any area (including an audit committee
         financial expert), or the lead independent Trustee, or any other
         special appointment, designation or identification of a Trustee, shall
         not impose on that person any duty, obligation or liability that is
         greater than the duties, obligations and liability imposed on that
         person as a Trustee in the absence of the appointment, designation or
         identification (except that the foregoing limitation shall not apply to
         duties expressly imposed pursuant to the By-Laws, a committee charter
         or a Trust policy statement), and no Trustee who has special skills or
         expertise, or is appointed, designated or identified as aforesaid,
         shall be held to a higher standard of care by virtue thereof. In
         addition, no appointment, designation




         or identification of a Trustee as aforesaid shall effect in any way
         that Trustee's rights or entitlement to indemnification.

         (c) Section 5.7 of the Declaration of Trust is amended to read in its
entirety as follows:

                  Section 5.7. Derivative Actions. No Shareholder shall have the
         right to bring or maintain any court action, proceeding or claim on
         behalf of the Trust or any series or class thereof without first making
         demand on the Trustees requesting the Trustees to bring or maintain
         such action, proceeding or claim. Such demand shall be mailed to the
         Secretary or Clerk of the Trust at the Trust's principal office and
         shall set forth in reasonable detail the nature of the proposed court
         action, proceeding or claim and the essential facts relied upon by the
         Shareholder to support the allegations made in the demand. A Trustee
         shall not be deemed to have a personal financial interest in an action
         or otherwise be disqualified from ruling on a Shareholder demand by
         virtue of the fact that such Trustee receives remuneration from his or
         her service on the Board of Trustees of the Trust or on the boards of
         one or more investment companies with the same or an affiliated
         investment adviser or underwriter, or by virtue of the amount of such
         remuneration. In their sole discretion, the Trustees may submit the
         matter to a vote of Shareholders of the Trust or any series or class
         thereof, as appropriate. Any decision by the Trustees under this
         Section 5.7 not to bring, or maintain such court action, proceeding or
         claim, or to submit the matter to a vote of Shareholders, shall be made
         by the Trustees in their business judgment and shall be binding upon
         the Shareholders, except to the extent that Shareholders have voting
         rights as set forth in Section 6.8 hereof.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.


/s/ Amy L. Domini                        /s/ Karen Paul
- -----------------------------------      --------------
Amy L. Domini, as Trustee                Karen Paul, as Trustee
and not individually                     and not individually


/s/ Julia Elizabeth Harris               /s/ Gregory A. Ratliff
- -----------------------------------      ----------------------
Julie Elizabeth Harris, as Trustee       Gregory A. Ratliff, as Trustee
and not individually                     and not individually


/s/ Kirsten S. Moy                       /s/ Frederick C. Williamson, Sr.
- -----------------------------------      --------------------------------
Kirsten S. Moy, as Trustee               Frederick C. Williamson, Sr., as
and not individually                     Trustee and not individually


/s/ William C. Osborn                    /s/ John L. Shields
- -----------------------------------      -------------------
William C. Osborn, as Trustee            John L. Shields, as Trustee
and not individually                     and not individually






                                                                      Appendix A
                                                                      ----------

                              AMENDED AND RESTATED
              ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF
               BENEFICIAL INTEREST (PAR VALUE $0.00001 PER SHARE)

         Pursuant to Section 6.11 of the Second Amended and Restated Declaration
of Trust, as most recently amended and restated as of May 15, 2001 (as amended
and in effect from time to time, the "Declaration"), of Domini Social Investment
Trust (the "Trust"), the undersigned, being not less than a majority of the
Trustees of the Trust, do hereby amend and restate the existing Establishment
and Designation of Series appended as Appendix A to the Declaration in order to
establish and designate one additional Series of Shares (as defined in the
Declaration). No changes to the special and relative rights of the existing
Series are intended by this amendment and restatement.

         1. The previously established and designated Series are:

            Domini Social Equity Fund
            Domini Social Bond Fund

            The additional Series established and designated hereby is:

            Domini European Social Equity Fund

         2. Each Series (referred to herein as a "Fund" and, collectively, the
"Funds") shall be authorized to hold cash, invest in securities, instruments and
other property and use investment techniques as from time to time described in
the Trust's then currently effective registration statement under the Securities
Act of 1933 to the extent pertaining to the offering of Shares of the Fund. Each
Share of each Fund shall be redeemable as provided in the Declaration. Subject
to differences among classes, each Share of each Fund shall be entitled to vote
on matters on which Shares of the Fund shall be entitled to vote as provided in
Section 6.8 of the Trust's Declaration of Trust, shall represent a pro rata
beneficial interest in the assets allocated or belonging to the Fund, and shall
be entitled to receive its pro rata share of the net assets of the Fund upon
liquidation of the Fund, all as provided in Section 6.9 of the Declaration of
Trust. The proceeds of sales of Shares of each Fund, together with any income
and gain thereon, less any diminution or expenses thereof, shall irrevocably
belong to the Fund, unless otherwise required by law.

         3. Shareholders of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall have been deemed
effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as
from time to time in effect, under the 1940 Act or any successor rule, and the
Declaration.



                                      -2-

         4. The assets and liabilities of the Trust shall be allocated among
each Fund and any series of the Trust designated in the future as set forth in
Section 6.9 of the Declaration.

         5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration, the Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of each Fund, or otherwise to change the special and
relative rights of each Fund.

         6. Any Fund may be terminated by the Trustees at any time by written
notice to the Shareholders of the Fund.

         IN WITNESS WHEREOF, the undersigned have executed this instrument as of
August 1, 2005.


/s/ Amy L. Domini                           /s/ Karen Paul
- ---------------------------------------     --------------
Amy L. Domini, as Trustee and               Karen Paul, as Trustee and
not individually                            not individually


/s/ Julia Elizabeth Harris                  /s/ Gregory A. Ratliff
- ---------------------------------------     ----------------------
Julia Elizabeth Harris, as Trustee and      Gregory A. Ratliff, as Trustee and
not individually                            not individually


/s/ Kirsten S. Moy                          /s/ Frederick C. Williamson, Sr.
- ---------------------------------------     --------------------------------
Kirsten S. Moy, as Trustee and              Frederick  C.  Williamson,  Sr. , as
not individually                            Trustee and not individually


/s/ William C. Osborn                       /s/ John L. Shields
- ---------------------------------------     -------------------
William C. Osborn, as Trustee and           John L. Shields, as Trustee and
not individually                            not individually

EX-99.B

Exhibit b
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                         DOMINI SOCIAL INVESTMENT TRUST
                      (formerly Domini Social Equity Fund)


                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

         The terms "COMMISSION", "DECLARATION", "DISTRIBUTOR", "INVESTMENT
ADVISER", "MAJORITY SHAREHOLDER VOTE", "1940 ACT", "SHAREHOLDER", "SHAREHOLDER
SERVICING AGENT", "SHARES", "TRANSFER AGENT," "TRUST", "TRUST PROPERTY",
"TRUSTEES" and "TRUSTEES EMERITUS" have the respective meanings given them in
the Second Amended and Restated Declaration of Trust of Domini Social Investment
Trust dated as of May 15, 2001, as in effect from time to time.

                                   ARTICLE II

                                     OFFICES
                                     -------

         SECTION 1. PRINCIPAL OFFICE. Until changed by the Trustees, the
principal office of the Trust shall be 536 Broadway, 7th Floor, New York, New
York 10012. The Trust shall maintain a registered agent for service of process
in the Commonwealth of Massachusetts unless such maintenance is not required by
law.

         SECTION 2. OTHER OFFICES. The Trust may have offices in such other
places without as well as within the Commonwealth of Massachusetts as the
Trustees may from time to time determine.

                                   ARTICLE III

                                  SHAREHOLDERS
                                  ------------

         SECTION 1. MEETINGS. Meetings of Shareholders may be called at any time
by a majority of the Trustees and shall be called by any Trustee upon written
request, which shall specify the purpose or purposes for which such meeting is
to be called, of Shareholders holding Shares representing in the aggregate not
less than one-third of the voting power of the outstanding Shares entitled to
vote on the matters specified in such written request. Any such




meeting shall be held within or without the Commonwealth of Massachusetts on
such day and at such time as the Trustees shall designate.

         Whenever a matter is required to be voted by Shareholders of the Trust
in the aggregate under Section 6.8 and Section 6.9(g) of the Declaration, the
Trust may either hold a meeting of Shareholders of all series to vote on such
matter, or hold separate meetings of Shareholders of each of the individual
series or classes to vote on such matter, provided that (i) such separate
meetings shall be held within one year of each other and (ii) a quorum of the
individual series or classes shall be present at each such separate meeting, and
the votes of Shareholders at all such separate meetings shall be aggregated in
order to determine if sufficient votes have been cast for such matter to be
voted.

         SECTION 2. QUORUM. The holders of Shares representing thirty percent
(30%) of the voting power of the outstanding Shares entitled to vote present in
person or by proxy shall constitute a quorum at any meeting of the Shareholders,
except that where pursuant to any provision of law, the Declaration or these
By-Laws a vote shall be taken by individual series or classes then Shares
representing thirty percent (30%) of the voting power of the aggregate number of
Shares of that series or class entitled to vote shall be necessary to constitute
a quorum for the transaction of business by that series or class. In the absence
of a quorum, any lesser number of outstanding Shares entitled to vote present in
person or by proxy may adjourn the meeting from time to time until a quorum
shall be present. For the purposes of establishing whether a quorum is present,
all shares present and entitled to vote, including abstentions and broker
non-votes, shall be counted.

         SECTION 3. NOTICE OF MEETINGS. Notice of all meetings of Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees in accordance with the Declaration, mailed or sent at least 10 days and
not more than 90 days before the date for the meeting set forth in such notice.
Only the business stated in the notice of the meeting shall be considered at
such meeting. Any adjourned meeting may be held as adjourned without further
notice, even if the date of such adjourned meeting is more than 90 days after
the notice of the original meeting was mailed or sent. No notice need be given
to any Shareholder who shall have failed to inform the Trust of the
Shareholder's current address or if a written waiver of notice, executed before
or after the meeting by the Shareholder or the Shareholder's attorney thereunto
authorized, is filed with the records of meeting. Where separate meetings are
held for Shareholders of each of the individual series to vote on a matter
required to be voted on by Shareholders of the Trust in the aggregate, notice of
each such separate meeting shall be provided in the manner described above in
this Section 3.


         SECTION 4. RECORD DATE. For the purpose of determining the Shareholders
who are entitled to notice of and to vote at any meeting, or to participate in
any distribution, or for the purpose of any other action, the Trustees may from
time to time close the transfer books for such period, not exceeding 30 days, as
the Trustees may determine; or without closing the transfer books the Trustees
may fix a date not more than 90 days prior to the date of any meeting of
Shareholders (before giving effect to any adjournments) or distribution or other
action as a record date for the determination of the persons to be treated as
Shareholders of record for such purpose. Where separate meetings are held for
Shareholders of each of the individual series to vote on a matter required to be
voted on by Shareholders of the Trust in the aggregate, the record date of each
such separate meeting shall be determined in the manner described above in this
Section 4. Only Shareholders of record on the record date so determined shall
have the rights described in this Section, notwithstanding any subsequent
transfer of Shares on the books of the Trust. The Trustees also may select the
time of day as of which the calculations for determining how many votes each
Shareholder is entitled to pursuant to the Declaration shall be performed.

         SECTION 5. PROXIES. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Any Shareholder may give instructions through telephonic, electronic or
telegraphic methods of communication or via facsimile or the Internet for
another person to execute his or her proxy, pursuant to procedures established
by the Trust that are reasonably designed to verify that such instructions have
been authorized by such Shareholder; and the placing of a Shareholder's name on
a proxy pursuant to such instructions shall constitute execution of such proxy
by or on behalf of such Shareholder. Pursuant to a vote of the Trustees, proxies
may be solicited in the name of one or more Trustees and/or one or more of the
officers of the Trust. When any Share is held jointly by several persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Share, but if more than one of them shall be present at such meeting in person
or by proxy and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Share. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such Share is a
minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person as regards the charge or management of such Share,
such Share may be voted by such guardian or such other person appointed or
having such control, and such vote may be given in person or by proxy. Unless
otherwise specifically



limited by their terms, proxies shall entitle the holder thereof to vote at any
adjournment of a meeting.

         SECTION 6. INSPECTION OF RECORDS. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.

         SECTION 7. ACTION WITHOUT MEETING. Any action which may be taken by
Shareholders may be taken without a meeting if Shareholders holding Shares
representing a majority of the voting power of the Shares entitled to vote on
the matter (or such larger proportion thereof as shall be required by law, the
Declaration or these By-Laws for approval of such matter) consent to the action
in writing and the written consents are filed with the records of the meetings
of Shareholders. Such consent shall be treated for all purposes as a vote taken
at a meeting of Shareholders.

                                   ARTICLE IV

                                    TRUSTEES
                                    --------

         SECTION 1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the Chairman or
by any Trustee. Notice of the time and place of each meeting other than regular
or stated meetings shall be given by the Secretary or an Assistant Secretary or
by the officer or Trustee calling the meeting and shall be mailed to each
Trustee, at least two days before the meeting, or shall be faxed, cabled or sent
by other electronic means to each Trustee at the Trustee's business, residence
or electronic address, or personally delivered to the Trustee, at least one day
before the meeting. Such notice may, however, be waived by any Trustee. Notice
of a meeting need not be given to any Trustee if a written waiver of notice,
executed by the Trustee before or after the meeting, is filed with the records
of the meeting, or to any Trustee who attends the meeting without protesting
prior thereto or at its commencement the lack of notice. A notice or waiver of
notice need not specify the purpose of any meeting. The Trustees may meet by
means of a telephone or video conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a telephone or video conference meeting shall
constitute presence in person at such meeting. Any action required or permitted
to be taken at any meeting of the Trustees may be taken by the Trustees without
a meeting if a majority of the Trustees consent to the action in writing and the
written consents are filed with the records of the Trustees' meetings. Such a
consent shall be treated as a vote for all purposes.


         SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees then
in office shall constitute a quorum for the transaction of business at any
regular or special meeting and (except as otherwise required by law, the
Declaration or these By-Laws) the act of a majority of the Trustees present at
any such meeting, at which a quorum is present, shall be the act of the
Trustees. In the absence of a quorum, a majority of the Trustees present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
an adjourned meeting need not be given.

         SECTION 3. CHAIRMAN. The Trustees may elect from their own number a
Chairman, to hold office until his or her successor shall have been duly elected
and qualified. The Chairman shall preside at all meetings of the Trustees and
shall have such other duties as may be assigned to him or her from time to time
by the Trustees.

         SECTION 4. COUNSEL AND EXPERTS. The Trustees of the Trust who are not
"interested persons" of the Trust pursuant to the 1940 Act may, by vote of a
majority of such Trustees, at the Trust's expense, engage such counsel,
accountants, appraisers or other experts or consultants whose services such
Trustees may, in their discretion, determine to be necessary or desirable from
time to time.

                                    ARTICLE V

                          COMMITTEES AND ADVISORY BOARD
                          -----------------------------

         SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees may elect from
their own number an Executive Committee to consist of not less than three
Trustees to hold office at the pleasure of the Trustees. While the Trustees are
not in session, the Executive Committee shall have the power to conduct the
current and ordinary business of the Trust, including the purchase and sale of
securities and the designation of securities to be delivered upon redemption of
Shares of the Trust, and such other powers of the Trustees as the Trustees may,
from time to time, delegate to the Executive Committee except those powers which
by the Declaration or these By-Laws the Trustees are prohibited from so
delegating. The Trustees may also elect other Committees (which Committees may
include individuals who are not Trustees) from time to time, the number
comprising such Committees, the powers conferred upon the same (subject to the
same limitations as with respect to the Executive Committee) and the terms of
membership on such Committees to be determined by the Trustees. The Trustees may
designate a chairman of any such Committee. In the absence of such designation a
Committee may elect its own chairman.


         SECTION 2. MEETING. QUORUM AND MANNER OF ACTING. The Trustees may (i)
provide for stated meetings of any Committee, (ii) specify the manner of calling
and notice required for special meetings of any Committee, (iii) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (iv) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (v) authorize the members of a Committee to meet by means
of a telephone or video conference circuit. Notwithstanding the foregoing, in
the absence of such provision, specification or authorization by the Trustees,
the provisions of these By-Laws applicable to meetings and actions by the
Trustees shall apply, mutatis mutandis, to meetings of, and the exercise of
powers delegated to, a Committee.

         Each Committee may keep regular minutes of its meetings and shall keep
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.

         SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory Board
to consist in the first instance of not less than three members. Members of such
Advisory Board shall not be Trustees or officers and need not be Shareholders. A
member of such Advisory Board shall hold office for such period as the Trustees
may by vote provide and may resign therefrom by a written instrument signed by
him or her which shall take effect upon its delivery to the Trustees. The
Advisory Board shall have no legal powers and shall not perform the functions of
Trustees in any manner, such Advisory Board being intended merely to act in an
advisory capacity. Such Advisory Board shall meet at such times and upon such
notice as the Trustees may by resolution provide.

                                   ARTICLE VI

                                    OFFICERS
                                    --------

         SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President, a Treasurer or a Controller, a Secretary, a Chief Legal Officer, and
a Chief Compliance Officer, who shall be elected by the Trustees. The Trustees
may elect or appoint such other officers or agents as the business of the Trust
may require, including one or more Vice Presidents, one or more Assistant
Treasurers or Assistant Controllers and one or more Assistant Secretaries. The
Trustees may delegate to any officer or committee the power to appoint any
subordinate officers or agents.


         SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise
provided by law, the Declaration or these By-Laws, each of the President, the
Treasurer and the Secretary shall be in office until his or her resignation is
accepted by the Trustees or until his or her respective successor shall have
been duly elected and qualified, or in each case until he or she sooner dies or
is removed. All other officers shall hold office at the pleasure of the
Trustees. Any two or more offices, except those of President and Vice-President,
may be held by the same person. Any officer may be, but none need be, a Trustee
or Shareholder.

         SECTION 3. REMOVAL. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause by a vote of a
majority of the Trustees. Any officer or agent appointed by any officer or
Committee may be removed with or without cause by such appointing officer or
Committee.

         SECTION 4. POWERS AND DUTIES OF THE PRESIDENT. The President shall be
the principal executive officer of the Trust. Subject to the control of the
Trustees and any committee of the Trustees, the President shall at all times
exercise a general supervision and direction over the affairs of the Trust. The
President shall have the power to employ attorneys and counsel for the Trust and
to employ such subordinate officers, agents, clerks and employees as he or she
may find necessary to transact the business of the Trust. The President shall
also have the power to grant, issue, execute or sign such powers of attorney,
proxies or other documents as may be deemed advisable or necessary in the
furtherance of the interests of the Trust. The President shall have such other
powers and duties as, from time to time, may be conferred upon or assigned to
him or her by the Trustees.

         SECTION 5. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him or her from time to time by the Trustees or the
President.

         SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be
the principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust which may come into his or her hands to such
custodian as the Trustees may employ. The Treasurer shall render a statement of
condition of the finances of the Trust to the Trustees as often as they shall
require the same and shall in general perform all the duties incident to the
office of Treasurer and such other duties as from time to time



may be assigned to him or her by the Trustees. The Treasurer shall give a bond
for the faithful discharge of his or her duties, if required to do so by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
require. The principal financial and accounting officer of the Trust may be the
Controller instead of the Treasurer, in which case all provisions of these
By-Laws concerning the Treasurer shall be deemed to refer to the Controller
instead.

         SECTION 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep
the minutes of all meetings of the Shareholders in proper books provided for
that purpose; shall keep the minutes of all meetings of the Trustees; shall have
custody of the seal of the Trust; and shall have charge of the Share transfer
books, lists and records unless the same are in the charge of the Transfer Agent
or one or more Shareholder Servicing Agents. The Secretary shall attend to the
giving and serving of all notices by the Trust in accordance with the provisions
of these By-Laws and as required by law; and subject to these By-Laws, shall in
general perform all the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the Trustees.

         SECTION 7A. POWERS AND DUTIES OF THE CHIEF LEGAL OFFICER. The Chief
Legal Officer shall serve as the chief internal legal counsel to the Trust. The
Chief Legal Officer shall be responsible for receiving any report of a material
violation pursuant to "up-the-ladder" reporting provisions under applicable laws
and regulations and for inquiring into the evidence of any material violation
and taking reasonable steps to adopt an appropriate response pursuant to such
laws and regulations. The Chief Legal Officer shall perform such other duties as
from time to time may be assigned to him or her by the Trustees.

         SECTION 7B. POWERS AND DUTIES OF THE CHIEF COMPLIANCE OFFICER. The
Chief Compliance Officer shall be responsible for administering the compliance
policies and procedures of the Trust and for providing reports to the Trustees
regarding the operation of the policies and procedures and any material
compliance matters, all in accordance with applicable laws and regulations
governing the duties of the Chief Compliance Officer. The Chief Compliance
Officer shall perform such other duties as from time to time may be assigned to
him or her by the Trustees.

         SECTION 8. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him or her by the Trustees. Each Assistant Treasurer
shall give a bond for the faithful discharge of his or



her duties, if required to do so by the Trustees, in such sum and with such
surety or sureties as the Trustees shall require. If the principal financial and
accounting officer of the Trust is the Controller, all provisions of these
By-Laws concerning Assistant Treasurers shall be deemed to refer to Assistant
Controllers.

         SECTION 9. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him or her by the Trustees.

         SECTION 10. COMPENSATION. Subject to any applicable law or provision of
the Declaration, the compensation of the officers, Trustees, Trustees Emeritus
and members of the Advisory Board shall be fixed from time to time by the
Trustees or, in the case of officers, by any committee of officers upon whom
such power may be conferred by the Trustees. No officer shall be prevented from
receiving such compensation as such officer by reason of the fact that he or she
is also a Trustee.


                                   ARTICLE VII

                                   FISCAL YEAR
                                   -----------

         The fiscal year of the Trust shall begin on the first day of August in
each year and shall end on the last day of July in the next year, provided,
however, that the Trustees may from time to time change the fiscal year of the
Trust or any series.

                                  ARTICLE VIII

                                      SEAL
                                      ----

         The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

                                   ARTICLE IX

                                WAIVERS OF NOTICE
                                -----------------

         Whenever any notice is required to be given by law, the Declaration or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be



deemed equivalent thereto. A notice shall be deemed to have been faxed, cabled
or sent by other electronic means for the purposes of these By-Laws when it has
been delivered to a representative of any cable or wireless company with
instruction that it be cabled, or when a confirmation of such facsimile being
sent or such electronic transmission is generated. Any notice shall be deemed to
be given at the time when the same shall be mailed, cabled or sent by other
electronic means.

                                    ARTICLE X

                           SALE OF SHARES OF THE TRUST
                           ---------------------------

         SECTION 1. ISSUANCE AND SALE. The Trustees may from time to time issue
and sell or cause to be issued and sold Shares for cash or other property. The
Shares, including such Shares which may have been repurchased by the Trust
(herein sometimes referred to as "Treasury Shares"), may be sold at a price
based on the net asset value thereof (as defined in Article XI hereof)
determined by or on behalf of the Trust next after the sale is made or at some
later time after such sale.

         No Shares need be offered to existing Shareholders before being offered
to others. No Shares shall be sold by the Trust (although Shares previously
contracted to be sold may be issued upon payment therefor) during any period
when the determination of net asset value is suspended. In connection with the
acquisition by merger or otherwise of all or substantially all the assets of an
investment company (whether a regulated or private investment company), the
Trustees may issue or cause to be issued Shares and accept in payment therefor
such assets at not more than market value in lieu of cash, notwithstanding that
the federal income tax basis to the Trust of any assets so acquired may be less
than the market value, provided that such assets are of the character in which
the Trustees are permitted to invest the funds of the Trust.

         SECTION 2. SHARE CERTIFICATES. No certificates certifying the ownership
of Shares shall be issued, except as the Trustees may otherwise determine from
time to time. Certificates representing Shares shall be signed in the name of
the Trust by the President or a Vice President, and by the Treasurer or an
Assistant Treasurer (which signatures may be either manual or facsimile,
engraved or printed). In case any officer who shall have signed such
certificates shall have ceased to be such officer before such certificates shall
be issued, they may nevertheless be issued by the Trust with the same effect as
if such officer were still in office at the date of their issuance. Transfers of
Shares represented by a certificate shall be made only on surrender of any
certificate or certificates for such Shares properly endorsed.


         SECTION 3. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificate representing Shares shall immediately notify the Trust of any loss,
destruction or mutilation of such certificate, and the Trust may issue a new
certificate in the place of any certificate theretofore issued by it which the
holder thereof shall allege to have been lost or destroyed or which shall have
been mutilated, and the Trustees may, in their discretion, require such owner or
his legal representatives to give to the Trust a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Trustees in
their absolute discretion shall determine, to indemnify the Trust against any
claim that may be made against it on account of the alleged loss or destruction
of any such certificate, or the issuance of a new certificate. Anything herein
to the contrary notwithstanding, the Trustees, in their absolute discretion, may
refuse to issue any such new certificate, except as otherwise required by law.

                                   ARTICLE XI

                            NET ASSET VALUE OF SHARES
                            -------------------------

         SECTION 1. TIME OF DETERMINATION. The net asset value of each Share
outstanding shall be determined by the Trustees on each business day (which term
shall, whenever it appears in these By-Laws, be deemed to mean each day when the
New York Stock Exchange is open for trading) as of such time or times of day as
the Trustees may establish, in their discretion, from time to time. The power
and duty to determine net asset value may be delegated by the Trustees from time
to time to one or more of the Trustees or officers of the Trust, or to any
investment adviser, custodian, fund accounting agent or Transfer Agent.
Determinations of net asset value made by the Trustees or their delegates in
good faith are binding on all parties concerned.

         SECTION 2. SUSPENSION OF DETERMINATION. The Trustees may declare a
suspension of the determination of net asset value to the extent permitted by
the 1940 Act.

         SECTION 3. COMPUTATION. The net asset value of each Share of the Trust
or of each series or class as of any particular time shall be determined
pursuant to such method as the Trustees may establish, in their discretion, from
time to time.


                                   ARTICLE XII

                           DIVIDENDS AND DISTRIBUTIONS
                           ---------------------------

         SECTION 1. LIMITATIONS ON DISTRIBUTIONS. The total of distributions to
Shareholders of the Trust or a series or class paid in respect of any one fiscal
year, subject to the exceptions noted below, shall, when and as declared by the
Trustees be approximately equal to the sum of

         (A)      The net income, exclusive of the profits or losses realized
                  upon the sale of securities or other property of the Trust or
                  series, for such fiscal year, determined in accordance with
                  generally accepted accounting principles (which, if the
                  Trustees so determine, may be adjusted for net amounts
                  included as such accrued net income in the price of Shares
                  issued or repurchased), but if the net income exceeds the
                  amount distributed by less than one cent per share outstanding
                  at the record date for the final dividend, the excess shall be
                  treated as distributable income for the following fiscal year;
                  and

         (B)      in the discretion of the Trustees, an additional amount which
                  shall not substantially exceed the excess of profits over
                  losses on sales of securities or other property for such
                  fiscal year.

         The decision of the Trustees as to what, in accordance with generally
accepted accounting principles, is income and what is principal shall be final
and binding on all parties concerned, and except as specifically provided herein
the decision of the Trustees as to what expenses and charges of the Trust shall
be charged against principal and what against income shall be final and binding
on all parties concerned, all subject to any applicable provisions of the 1940
Act and rules, regulations and orders of the Commission promulgated thereunder.
For the purposes of the limitation imposed by this Section 1, Shares issued
pursuant to Section 2 of this Article XII shall be valued at the amount of cash
which the Shareholders would have received if they had elected to receive cash
in lieu of such Shares.

         Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of the Trust,
the above provisions shall be interpreted to give to the Trustees the power in
their discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes. Any payment made to
Shareholders pursuant to clause (B) of this Section 1 shall be accompanied by a




written statement showing the source or sources of such payment, and the basis
of computation thereof.

         SECTION 2. DISTRIBUTIONS PAYABLE IN CASH OR SHARES. The Trustees shall
have power, to the fullest extent permitted by the laws of the Commonwealth of
Massachusetts but subject to the limitation as to cash distributions imposed by
Section 1 of this Article XII, at any time or from time to time to declare and
cause to be paid distributions payable at the election of any Shareholder
(whether exercised before or after the declaration of the distribution) either
in cash or in Shares, provided that the sum of (i) the cash distribution
actually paid to any Shareholder and (ii) the net asset value of the Shares
which that Shareholder elects to receive, in effect at such time at or after the
election as the Trustees may specify, shall not exceed the full amount of cash
to which that Shareholder would be entitled if the Shareholder elected to
receive only cash. In the case of a distribution payable in cash or Shares at
the election of a Shareholder, the Trustees may prescribe whether a Shareholder,
failing to express his or her election before a given time shall be deemed to
have elected to take Shares rather than cash, or to take cash rather than
Shares, or to take Shares with cash adjustment for fractions.

         SECTION 3. STOCK DIVIDENDS. Anything in these By-Laws to the contrary
notwithstanding, the Trustees may at any time declare and distribute pro rata
among the Shareholders a "stock dividend" out of either authorized but unissued
Shares or Treasury Shares of the Trust or both.

                                  ARTICLE XIII

                                   AMENDMENTS
                                   ----------

         These By-Laws, or any of them, may be altered, amended, repealed or
restated, or new By-Laws may be adopted, at any time by the Trustees.

EX-99.D(2)

Exhibit d(2)
                          DOMINI SOCIAL INVESTMENTS LLC
                             536 Broadway, 7th Floor
                            New York, New York 10012


                           Dated as of April 29, 2005


Domini Social Investment Trust
c/o Domini Social Investments LLC
536 Broadway, 7th Floor
New York, New York  10012

         Re:  Management Agreement
              --------------------
Ladies and Gentlemen:

         Reference is hereby made to that certain Management Agreement, dated as
of May 1, 2000 (such agreement, as amended and in effect from time to time, the
"Management Agreement"), by and between Domini Social Investment Trust (the
"Trust"), on behalf of its series the Domini Social Bond Fund (the "Fund"), and
Domini Social Investments LLC ("DSI" or the "Manager").

         The Trust and the Manager hereby agree that Section 3 of the Management
Agreement is hereby amended to read as follows:

                  3.       COMPENSATION OF DSI.

                  For the services to be rendered and facilities provided by DSI
         hereunder for the benefit of the Fund, the Trust shall pay DSI from the
         assets of the Fund an advisory fee accrued daily and payable monthly as
         specified on the Schedule A which is attached hereto and made a part of
         this Agreement. Such compensation shall be paid to DSI at the end of
         each month, and calculated by applying a daily rate, based on the
         annual percentage rates as specified on the attached Schedule A, to the
         assets of the Fund. The fee calculation shall be based on the Fund's
         average daily net assets for the Fund's then-current fiscal year. The
         Manager shall pay any applicable fees to the subadviser(s) or
         submanager(s) on the Fund's behalf. If DSI provides services hereunder
         for less than the whole of any period specified in this Section 3, the
         compensation to DSI shall be accordingly adjusted and prorated.

         The Schedule A attached hereto is hereby added as Schedule A to the
Management Agreement.

         This letter agreement is a contract under seal and shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts.
This letter agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same instrument. In proving this letter agreement it




                                      -2-

shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

                                   Sincerely,

                                   DOMINI SOCIAL INVESTMENTS LLC


                                   By: /s/ Amy L. Domini
                                       ----------------------------
                                      Title: Manager

Accepted and Agreed:

DOMINI SOCIAL INVESTMENT TRUST, ON
BEHALF OF ITS SERIES DOMINI SOCIAL BOND FUND


By: /s/ Carole M. Laible
    ------------------------------------------
   Title: Treasurer



                                                                      SCHEDULE A
                                                                      ----------


Pursuant to Section 3, Domini Social Investment Trust, on behalf of Domini
Social Bond Fund, shall pay the Manager compensation at the following annual
rates:

              0.40% of the first $500 million of net assets managed
              0.38% of the next $500 million of net assets managed
               0.35% of net assets managed in excess of $1 billion

EX-99.D(4)

Exhibit d(4)


                              MANAGEMENT AGREEMENT


         This MANAGEMENT AGREEMENT, dated as of August 1, 2005, is by and
between DOMINI SOCIAL INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and Domini Social Investments LLC, a Massachusetts limited liability
company ("DSI" or the "Manager").

                              W I T N E S S E T H:

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

         WHEREAS, the Trust wishes to engage DSI to provide certain oversight,
administrative and management services for the series of the Trust designated on
Schedule A attached hereto (each, a "Fund"), and DSI is willing to provide such
oversight, administrative and management services for each such Fund on the
terms and conditions hereinafter set forth;

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

         1. Duties of the Manager. (a) Manager shall act as the Manager for each
Fund and as such shall furnish continuously an investment program and shall
determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of each Fund shall be held uninvested,
subject always to the restrictions of the Trust's Declaration of Trust, dated as
of June 7, 1989, and By-Laws, as each may be amended and restated from time to
time (respectively, the "Declaration" and the "By-Laws"), the provisions of the
1940 Act, and the then-current registration statement of the Trust with respect
to each Fund. The Manager shall also make recommendations as to the manner in
which voting rights, rights to consent to corporate action and any other rights
pertaining to each Fund's portfolio securities shall be exercised. Should the
Board of Trustees of the Trust at any time, however, make any definite
determination as to investment policy applicable to a Fund and notify the
Manager thereof in writing, the Manager shall be bound by such determination for
the period, if any, specified in such notice or until similarly notified that
such determination has been revoked. The Manager shall take, on behalf of each
Fund, all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of securities for the Fund's account with the brokers or
dealers selected by it, and to that end the Manager is authorized as the agent
of the Trust to give instructions to the custodian or any subcustodian of the
Fund as to deliveries of securities and payments of cash for the account of the
Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Funds and/or the other accounts over
which the Manager, any subadviser, submanager or respective "affiliated person"
thereof exercises investment discretion.



The Manager is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for a
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Manager determines in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities which the Manager and any "affiliated person" of
the Manager have with respect to accounts over which they exercise investment
discretion. In making purchases or sales of securities or other property for the
account of a Fund, the Manager may deal with itself or with the Trustees of the
Trust or the Trust's underwriter or distributor or with its or their respective
affiliates, or affiliates of affiliates, to the extent such actions are
permitted by the 1940 Act. In providing the management services and assuming the
obligations set forth herein, the Manager may, subject to the requirements of
the 1940 Act, employ, at its own expense, or may request that the Trust employ
at each Fund's expense, one or more subadvisers or submanagers; provided that in
each case the Manager shall supervise the activities of each subadviser and
submanager. Any agreement between the Manager and a subadviser or submanager
shall be subject to the renewal, termination and amendment provisions applicable
to this Agreement. Any agreement by the Trust on behalf of a Fund and a
subadviser may be terminated by the Manager at any time on not more than 60
days' nor less than 30 days' written notice to the Trust and the subadviser. To
the extent authorized by the Board of Trustees and subject to applicable
provisions of the 1940 Act, the investment program to be provided hereunder may
entail the investment of all or a portion of the assets of a Fund in one or more
investment companies.

         (b) Subject to the direction and control of the Board of Trustees of
the Trust, the Manager shall perform such oversight, administrative and
management services as may from time to time be reasonably requested by the
Trust with respect to each Fund, which shall include without limitation: (i)
maintaining office facilities (which may be in the office of DSI or an
affiliate) and furnishing clerical services necessary for maintaining the
organization of the Trust and each Fund and for performing the oversight,
administrative and management functions herein set forth; (ii) arranging, if
desired by the Trust, for directors, officers or employees of the Manager to
serve as Trustees, officers or agents of the Trust if duly elected or appointed
to such positions and subject to their individual consent and to any limitations
imposed by law; (iii) supervising the overall administration of the Trust and
each Fund, including the updating of corporate organizational documents, and the
negotiation of contracts and fees with and the monitoring and coordinating of
performance and billings of each Fund's transfer agent, shareholder servicing
agents (if any), custodian, administrator, subadministrator (if any) and other
independent contractors or agents; (iv) overseeing (with advice of the Trust's
counsel) the preparation of and, if applicable, filing all documents required
for compliance by the Trust with applicable laws and regulations (including
state "blue sky" laws and regulations), including registration statements on
Form N-1A, prospectuses and statements of additional information, or similar
forms, as applicable, semi-annual and annual reports to shareholders and proxy
statements, and reviewing tax returns; (v) preparing agendas and supporting
documents for and minutes of meetings of Trustees, committees of Trustees and
preparing notices, proxy statements and minutes of meetings of shareholders;
(vi) arranging for maintenance of books and records of the Trust; (vii)
maintaining telephone coverage to respond to shareholder inquiries regarding
matters to which this Agreement pertains to



which the transfer agent is unable to respond; (viii) providing reports and
assistance regarding each Fund's compliance with securities and tax laws and
each Fund's investment objectives; (ix) arranging for dissemination of yield and
other performance information to newspapers and tracking services; (x) arranging
for and preparing annual renewals for fidelity bond and errors and omissions
insurance coverage; (xi) developing a budget for the Trust and each Fund,
establishing the rate of expense accruals and arranging for the payment of all
fixed and management expenses; and (xii) answering questions from the general
public, the media and investors in each Fund regarding (A) the securities
holdings of each Fund; (B) any limits in which each Fund invests; (C) the social
investment philosophy of each Fund; and (D) the proxy voting philosophy and
shareholder activism philosophy of each Fund.

         (c) Notwithstanding the foregoing, the Manager shall not be deemed to
have assumed, pursuant to this Agreement, any duties with respect to, and shall
not be responsible for, the distribution of shares of beneficial interest in any
Fund, nor shall the Manager be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian,
fund accounting and pricing agent or shareholder servicing agent of the Trust or
any Fund.

         (d) In providing administrative and management services as set forth
herein, the Manager may, at its own expense, employ one or more
subadministrators; provided that the Manager shall remain fully responsible for
the performance of all administrative and management duties set forth herein and
shall supervise the activities of each subadministrator.

         2. Allocation of Charges and Expenses. DSI shall pay the entire
salaries and wages of all of the Trust's Trustees, officers and agents who
devote part or all of their time to the affairs of DSI or its affiliates, and
the wages and salaries of such persons shall not be deemed to be expenses
incurred by the Trust for purposes of this Section 2. The Trust shall pay from
the assets of each Fund all of its own expenses allocable to that Fund,
including, but not limited to, fees due the Manager under this Agreement;
compensation of Trustees who are not "interested persons" of the Trust;
organizational costs of the Fund; governmental fees; interest charges; loan
commitment fees, taxes and related charges; brokerage fees and commissions;
membership dues in industry and professional associations allocable to the
Trust; fees and expenses of independent auditors and accountants, legal counsel
and any transfer agent, distributor, shareholder servicing agent, service agent,
recordkeeper, registrar or dividend disbursing agent of the Trust or the Fund;
expenses of distributing, issuing and redeeming shares of beneficial interest
and servicing shareholder accounts; expenses of preparing, typesetting, printing
and mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Fund; expenses connected with
the execution, recording and settlement of portfolio security transactions;
insurance premiums; fees and expenses of the custodian for all services to the
Fund, including safekeeping of funds and securities and maintaining required
books and accounts; expenses of calculating the net asset value of the Fund
(including but not limited to the fees of independent pricing services);
expenses of meetings of the Trust's Trustees and the Fund's shareholders;
expenses relating to the issuance, registration and qualification of shares of
the Fund; and such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Trust on
behalf of the



Fund may be a party and the legal obligation which the Trust may have to
indemnify its Trustees and officers with respect thereto.

         3. Compensation of the Manager. For the services to be rendered and the
facilities to be provided by the Manager hereunder, the Trust shall pay to the
Manager from the assets of each Fund a management fee computed daily and paid
monthly at an annual rate equal to the lesser of (i) that percentage of that
Fund's average daily net assets for the Fund's then-current fiscal year set
forth opposite the Fund's name on Schedule A annexed hereto (the "Aggregate
Management Fee"), minus that Fund's Aggregate Subadviser Fee (as defined below),
if any, and (ii) the difference between that Fund's Aggregate Management Fee for
the Fund's then-current fiscal year and the aggregate management fees allocated
to that Fund for the Fund's then-current fiscal year from the registered
investment company portfolios in which it invests (for which the Manager or an
affiliate serves as investment adviser). To the extent that any Fund's Aggregate
Subadviser Fee exceeds that Fund's Aggregate Management Fee, the Manager shall
pay such amount to the applicable subadvisers on the Fund's behalf. A Fund's
Aggregate Subadviser Fee is the aggregate amount payable by that Fund to
subadvisers pursuant to agreements between the Trust on behalf of the Fund and
the subadvisers. If the Manager provides services hereunder for less than the
whole of any period specified in this Section 3, the compensation to the Manager
shall be accordingly adjusted and prorated.

         4. Covenants of Manager. The Manager agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of a Fund, except as permitted by the 1940 Act,
and will comply with all other provisions of the Declaration and By-Laws and the
then-current Registration Statement applicable to each Fund relative to the
Manager and its directors and officers.

         5. Limitation of Liability of the Manager. The Manager shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution of securities
transactions for a Fund or the oversight, administration or management of the
Trust or the performance of its duties hereunder, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of the reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term "Manager" shall include DSI and/or any of its
affiliates and the directors, officers and employees of DSI and/or any of its
affiliates.

         6. Activities of the Manager. The services of the Manager to the Trust
are not to be deemed to be exclusive, DSI being free to render investment
advisory, oversight, administrative and/or other services to other parties. It
is understood that Trustees, officers and shareholders of the Trust are or may
become interested in the Manager and/or any of its affiliates as directors,
officers, employees or otherwise and that directors, officers and employees of
the Manager and/or any of its affiliates are or may become similarly interested
in the Trust and that the Manager and/or any of its affiliates may be or become
interested in the Trust as a shareholder or otherwise.


         7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as to a Fund as of the day and year set forth
opposite such Fund's name on Appendix A attached hereto, shall govern the
relations between the parties hereto thereafter, and shall remain in force for a
period of two years from its effectiveness, on which date it will terminate
unless its continuance with respect to a Fund after that date is "specifically
approved at least annually" (a) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust or of the Manager at a
meeting specifically called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Trust or by "vote of a majority of the
outstanding voting securities" of the Fund.

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

         This Agreement may be amended with respect to a Fund only if such
amendment is approved by the "vote of a majority of the outstanding voting
securities" of the Fund (except for any such amendment as may be effected in the
absence of such approval without violating the 1940 Act).

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

         8. Severability. If any provision of this Agreement shall become or
shall be found to be invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.

         9. Notice. Any notices under this Agreement shall be in writing
addressed and delivered personally, by telecopy or mailed postage-paid to the
other party at such address as such other party may designate in accordance with
this Section 9 for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Trust shall be 536 Broadway, 7th
Floor, New York, New York 10012, and the address of DSI shall be 536 Broadway,
7th Floor, New York, New York 10012.

         10. Miscellaneous. Each party agrees to perform such further actions
and execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced and interpreted in
accordance with and governed by the laws of the Commonwealth of Massachusetts
without reference to principles of conflicts of law. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed



in any number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one instrument.

         Each party acknowledges and agrees that all obligations of the Trust
under this Agreement are binding only with respect to the applicable Fund; that
any liability of the Trust under this Agreement, or in connection with the
transactions contemplated herein, shall be discharged only out of the assets of
that Fund; and that no other Fund or series of the Trust shall be liable with
respect to this Agreement or in connection with the transactions contemplated
herein.

         The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually.

                            [SIGNATURE PAGE FOLLOWS.]





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

                              DOMINI SOCIAL INVESTMENT TRUST, on
                              behalf of itself and its series listed on
                              Schedule A attached hereto.


                              By: /s/ Carole M. Laible
                                  ----------------------------------
                                 Title: Treasurer


                              DOMINI SOCIAL INVESTMENTS LLC


                              By: /s/ Amy L. Domini
                                  ----------------------------------
                                 Title: Manager





                                                                      SCHEDULE A
                                                                      ----------

FUND                                 AGGREGATE MANAGEMENT FEE    EFFECTIVE DATE
- ----                                 ------------------------    ---------------

Domini European Social Equity Fund            1.00%              August 1, 2005

EX-99.E(1)

Exhibit e(1)

                              AMENDED AND RESTATED
                             DISTRIBUTION AGREEMENT

                                 INVESTOR SHARES

         AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated as of August 15,
1999, as amended and restated through November 28, 2003, by and between DOMINI
SOCIAL INVESTMENT TRUST (formerly, "Domini Social Equity Fund"), a Massachusetts
business trust (the "Trust"), and DSIL INVESTMENT SERVICES LLC, a New York
limited liability company and a subsidiary of Domini Social Investments LLC (the
"Distributor").

                                   WITNESSETH:
                                   -----------

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

         WHEREAS, the Trust's shares of beneficial interest have been divided
into one or more series ("Series"), and the shares of each Series have been
divided into one or more classes;

         WHEREAS, the Board of Trustees of the Trust has adopted an Amended and
Restated Distribution Plan, dated as of May 1, 1990, as amended and restated
through November 28, 2003 (as amended and restated and in effect from time to
time, the "Distribution Plan") with respect to the class of each Series
designated Investor Shares (the "Shares"), which is incorporated herein by
reference and pursuant to which the Trust desires to enter into this Amended and
Restated Distribution Agreement with respect to the Shares of its current and
future Series;

         WHEREAS, the Trust wishes to engage the Distributor to provide certain
services with respect to the distribution of the Shares of each of its Series,
and the Distributor is willing to provide such services to each Series of the
Trust on the terms and conditions hereinafter set forth; and

         WHEREAS, the Trust has entered into a Second Amended and Restated
Distribution Agreement, dated as of August 15, 1999, amended and restated as of
May 1, 2000 and June 25, 2001, and as further amended and restated August 5,
2003 (the "Original Agreement"), and desires to amend and restate the Original
Agreement in its entirety as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows, and the Original Agreement is hereby amended and restated as follows:


         1. The Trust grants to the Distributor the right, as agent of the
Trust, to sell Shares of each Series of the Trust upon the terms hereinbelow set
forth during the term of this Agreement. While this Agreement is in force, the
Distributor agrees to use its best efforts to find purchasers for Shares of each
Series of the Trust.

         The Distributor shall have the right, as agent of the Trust, to order
from the Trust the Shares needed, but not more than the Shares needed (except
for clerical errors and errors of transmission), to fill unconditional orders
for Shares placed with the Distributor, all such orders to be made in the manner
set forth in the Trust's then-current prospectus (the "Prospectus") and
then-current statement of additional information (the "Statement of Additional
Information"). The price which shall be paid to the Trust for the Shares so
purchased shall be the net asset value per Share as determined in accordance
with the provisions of the Declaration of Trust and the By-Laws, as each may
from time to time be amended (collectively, the "Governing Instruments"). The
Distributor shall notify the Custodian of the Trust (currently Investors Bank &
Trust Company), at the end of each business day, or as soon thereafter as the
orders placed with the Distributor have been compiled, of the number of Shares
and the prices thereof which have been ordered through the Distributor since the
end of the previous business day.

         The right granted to the Distributor to place orders for Shares with
the Trust shall be exclusive, except that this exclusive right shall not apply
to Shares issued in the event that an investment company (whether a regulated or
private investment company or a personal holding company) is merged with and
into or consolidated with the Trust or in the event that the Trust acquires, by
purchase or otherwise, all (or substantially all) the assets or the outstanding
shares of any such company; nor shall it apply to Shares issued by the Trust as
a dividend or stock split. The exclusive right to place orders for Shares
granted to the Distributor may be waived by the Distributor by notice to the
Trust in writing, either unconditionally or subject to such conditions and
limitations as may be set forth in such notice to the Trust. The Trust hereby
acknowledges that the Distributor may render distribution and other services to
other parties, including other investment companies. In connection with its
duties hereunder, the Distributor shall also arrange for computation of
performance statistics with respect to the Trust and arrange for publication of
current price information in newspapers and other publications.

         2. The Shares may be sold by the Distributor on behalf of the Trust, to
any investor or to or through any dealer having a sales agreement with the
Distributor, upon the following terms and conditions:

         The public offering price of Shares of the Trust, i.e., the price per
Share at which the Distributor or any dealer purchasing Shares through the
Distributor may sell shares to the public, shall be the net asset value of such
Shares.

         The net asset value of Shares of the Trust shall be determined by the
Trust, or by an agent of the Trust, as of the close of regular trading on the
New York Stock Exchange on each day on which the New York Stock Exchange is open
for trading (and on such other days as the Trustees deem necessary in order to
comply with Rule 22c-1



under the 1940 Act), in accordance with the method established pursuant to the
Governing Instruments. The Trust shall have the right to suspend the sale of
Shares if, because of some extraordinary condition, the New York Stock Exchange
shall be closed, or if conditions existing during the hours when the Exchange is
open render such action advisable or for any other reason deemed adequate by the
Trust.

         3. The Trust agrees that it will, from time to time, but subject to the
necessary approval, if any, of its shareholders, take all necessary action to
register such number of Shares under the Securities Act of 1933, as amended (the
"1933 Act"), as the Distributor may reasonably be expected to sell.

         The Distributor shall be an independent contractor and neither the
Distributor nor any of its managers, officers or employees as such, is or shall
be an employee of the Trust. It is understood that Trustees, officers and
shareholders of the Trust are or may become interested in the Distributor, as
managers, officers, employees, or otherwise and that managers, officers and
employees of the Distributor are or may become similarly interested in the Trust
and that the Distributor may be or become interested in the Trust as a
shareholder or otherwise. The Distributor is responsible for its own conduct and
the employment, control and conduct (but only with respect to the duties and
obligations of the Distributor hereunder) of its agents and employees and for
any injury to any person through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.

         4. The Distributor covenants and agrees that, in selling Shares, it
will use its best efforts in all respects duly to conform with the requirements
of all state and federal laws and the Conduct Rules of the NASD, Inc. relating
to the sale of Shares, and will indemnify and hold harmless the Trust and each
of its Trustees and officers and each person, if any, who controls the Trust
within the meaning of Section 15 of the Act (the "Indemnified Parties") against
all losses, liabilities, damages, claims or expenses (including the reasonable
cost of investigating or defending any alleged loss, liability, damages, claim
or expense and reasonable counsel fees incurred in connection therewith) arising
from any claim, demand, action or suit (collectively, "Claims"), arising by
reason of any person's acquiring any of the Shares through the Distributor,
which may be based upon the 1933 Act or any other statute or common law, on
account of any wrongful act of the Distributor or any of its employees
(including any failure to conform with any requirement of any state or federal
law or the Conduct Rules of the NASD, Inc. relating to the sale of Shares) or on
the ground that the registration statement under the 1933 Act, including all
amendments thereto (the "Registration Statement"), or Prospectus or previous
prospectus or Statement of Additional Information or previous statement of
additional information, with respect to such Shares, includes or included an
untrue statement of a material fact or omits or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, if and only if any such act, statement or omission was
made in reliance upon information furnished by the Distributor to the Trust;
provided, however, that in no case (i) is the indemnity of the Distributor in
favor of any Indemnified Party to be deemed to protect any such Indemnified
Party against liability to which such Indemnified Party would otherwise be
subject by reason of willful



misfeasance, bad faith or gross negligence in the performance of its or his
duties or by reason of its or his reckless disregard of its or his obligations
and duties under this Agreement, or (ii) is the Distributor to be liable under
its indemnity agreement contained in this Section 4 with respect to any Claim
made against any Indemnified Party unless such Indemnified Party shall have
notified the Distributor in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the Claim shall
have been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but failure
to notify the Distributor of any such Claim shall not relieve it from any
liability which it may have to any Indemnified Party otherwise than on account
of its indemnity agreement contained in this Section 4. The Distributor shall be
entitled to participate, at its own expense, in the defense, or, if it so
elects, to assume the defense, of any suit brought to enforce any such Claim,
and, if the Distributor elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to each Indemnified Party. In
the event that the Distributor elects to assume the defense of any such suit and
retain such counsel, each Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it but, in case the Distributor does not
elect to assume the defense of any such suit, it shall reimburse the Indemnified
Parties for the reasonable fees and expenses of any counsel retained by them.
Except with the prior written consent of the Distributor, no Indemnified Party
shall confess any Claim or make any compromise in any case in which the
Distributor will be asked to indemnify such Indemnified Party. The Distributor
agrees promptly to notify the Trust of the commencement of any litigation or
proceeding against it in connection with the issuance and sale of any of the
Shares.

         Neither the Distributor nor any dealer nor any other person is
authorized to give any information or to make any representation on behalf of
the Trust in connection with the sale of Shares, other than those contained in
the Registration Statement or Prospectus or Statement of Additional Information.

         The Trust covenants and agrees that it will indemnify and hold harmless
the Distributor, its managers and officers and each person, if any, who controls
the Distributor within the meaning of Section 15 of the Act against all losses,
liabilities, damages, claims or expenses (including the reasonable cost of
investigating or defending any alleged loss, liabilities, damages, claims or
expenses and reasonable counsel fees incurred in connection therewith) arising
from any Claims, (i) arising by reason of any person's acquiring any of the
Shares through the Distributor, which may be based upon the 1933 Act or any
other statute or common law, on account that the Registration Statement or
Prospectus or previous prospectus or Statement of Additional Information or
previous statement of additional information, with respect to such Shares,
includes or included an untrue statement of a material fact or omits or omitted
to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, except insofar as such act,
statement or omission was made in reliance upon information furnished by the
Distributor to the Trust for use in the Registration Statement or Prospectus or
(ii) arising by reason of any agreement of the Distributor to indemnify or hold
harmless any dealer having a sales agreement with the Distributor as provided in
Section 2; provided, however, that in no case (A) shall anything contained
herein be so construed as to protect the



Distributor against any liability to the Trust or to its shareholders to which
the Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations under this Agreement, or (B) is the Trust
to be liable under its indemnity agreement contained in this Section 4 with
respect to any Claim made against the Distributor unless it shall have notified
the Trust in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the Claim shall have been
served upon it (or after the Distributor shall have received notice of such
service on any designated agent), but failure to notify the Trust of any such
Claim shall not relieve it from any liability which it may have to the
Distributor otherwise than on account of its indemnity agreement contained in
this Section 4. The Trust shall be entitled to participate, at its own expense,
in the defense, or, if it so elects, to assume the defense, of any suit brought
to enforce any such Claim, and, if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor. In the event that the Trust elects to assume the defense of any
such suit and retain such counsel, the Distributor shall bear the fees and
expenses of any additional counsel retained by it but, in case the Trust does
not elect to assume the defense of any such suit, it shall reimburse the
Distributor for the reasonable fees and expenses of any counsel retained by
them. Except with the prior written consent of the Trust, the Distributor shall
not confess any Claim or make any compromise in any case in which the Trust will
be asked to indemnify it. The Trust agrees promptly to notify the Distributor of
the commencement of any litigation in connection with the issuance and sale of
any of the Shares.

         5. (a) The Trust will pay, or cause to be paid:

            (i) all costs and expenses of the Trust, including fees and
disbursements of its counsel, in connection with the preparation and filing of
the Registration Statement, Prospectus and Statement of Additional Information,
and preparing and mailing to shareholders Prospectuses, Statements of Additional
Information, statements and confirmations and periodic reports (including the
expense of setting in type the Registration Statement, Prospectus and Statement
of Additional Information or any periodic report);

            (ii) the cost of preparing temporary or permanent certificates for
Shares;

            (iii) the cost and expenses of delivering to the Distributor all
Shares purchased through it as agent hereunder;

            (iv) all fees and disbursements of the Trust's transfer agent and
custodian; and

            (v) a fee to the manager or sponsor of the Trust or any series
thereof.

         (b) In addition and subject to the Distribution Plan, the Trust shall
pay, or shall reimburse the Distributor for any payment by the Distributor on
behalf of the



Trust of, expenses incurred in connection with the sale of Shares of each Series
of the Trust, including, without limitation, payments to broker-dealers, banks,
investment advisers and other intermediaries who advise shareholders regarding
the purchase or sale or retention of Shares of the Trust, compensation of
employees and related overhead of the Distributor, advertising, marketing and
research expenses and the expenses of printing (excluding typesetting) and
distributing prospectuses and reports used for sales purposes, expenses of
preparing and printing sales literature and other distribution-related expenses,
provided that the amounts so paid or reimbursed by the Trust in connection with
the sale of Shares of any Series of the Trust shall not to exceed 0.25% of the
average daily net assets of the Shares of that Series for that Series'
then-current fiscal year. The Trust hereby authorizes the Distributor to incur
expenses on behalf of the Trust as described in this paragraph (b). The Trust
acknowledges and agrees that all such expenses incurred by the Distributor are
obligations of the Trust only and that the Distributor shall have no liability
in respect thereof.

         (c) Subject to the Distribution Plan, the Trust shall also pay to the
Distributor a distribution fee with respect to each Series of the Trust at an
annual rate which, when added to the amount paid or reimbursed by the Trust for
expenses with respect to that Series under paragraph (b) above, will equal 0.25%
of the average daily net assets of the Shares of that Series for that Series'
then-current fiscal year, as compensation for distribution services provided by
the Distributor in connection with the sale of Shares of that Series.

         6. If, at any time during the term of this Agreement, the Trust shall
deem it necessary or advisable in the best interests of the Trust that any
amendment of this Agreement be made in order to comply with any recommendation
or requirement of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under Massachusetts or federal tax laws, it
shall notify the Distributor of the form of amendment which it deems necessary
or advisable and the reasons therefor. If the Distributor declines to assent to
such amendment (after a reasonable time), the Trust may terminate this Agreement
forthwith by written notice to the Distributor without payment of any penalty.
If, at any time during the term of this Agreement, the Distributor requests the
Trust to make any change in its Governing Instruments or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the Securities and Exchange Commission or of a national
securities association of which the Distributor is or may become a member,
relating to the sale of Shares, and the Trust fails (after a reasonable time) to
make any such change as requested, the Distributor may terminate this Agreement
forthwith by written notice to the Trust without payment of any penalty.

         7. The Distributor agrees that it will not take any long or short
position in the Shares of the Trust and that, so far as it can control the
situation, it will prevent any of its managers or officers from taking any long
or short position in the Shares of the Trust, except as permitted by the
Governing Instruments.

         8. This Agreement shall become effective upon its execution and shall
continue in force indefinitely as to each Series, provided that such continuance
is


"specifically approved at least annually" with respect to the applicable Series
by the vote of a majority of the Trustees of the Trust who are not "interested
persons" of the Trust or of the Distributor at a meeting specifically called for
the purpose of voting on such approval, and by the Board of Trustees of the
Trust. The aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act. If such annual approval is not obtained, this
Agreement shall terminate on the date which is 15 months after the date of the
last approval.

         This Agreement may be terminated with respect to any Series of the
Trust at any time by (i) the Trust, (a) by a vote of a majority of the Trustees
of the Trust who are not "interested persons" of the Trust or the Distributor,
(b) by a vote of the Board of Trustees of the Trust, or (c) by a "vote of a
majority of the outstanding voting securities" of the applicable Series, or (ii)
by the Distributor, in any case without payment of any penalty on not more than
60 days' nor less than 30 days' written notice to the other party.

         This Agreement shall automatically terminate in the event of its
assignment.

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

                            [Signature page follows.]






         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first above written. The obligations of this Agreement
are not binding upon any of the Trustees or shareholders of the Trust
individually, but bind only the Trust estate. The obligations of a particular
Series shall be paid only from the assets of that Series and shall not be
enforceable against any other Series.

                                  DOMINI SOCIAL INVESTMENT TRUST


                                  By  /s/ Amy L. Domini
                                     ------------------------------
                                     Title: President

                                  DSIL INVESTMENT SERVICES LLC


                                  By  /s/ Carole M. Laible
                                     ------------------------------
                                     Title: President

EX-99.G(4)

Exhibit g(4)
                               AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT, effective as of August 1, 2005, by and among
DOMINI SOCIAL INVESTMENT TRUST (f/k/a Domini Social Index Trust), a
Massachusetts business trust (the "Fund") and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company ("Investors Bank").

         WHEREAS the Fund and Investors Bank entered into a Custody Agreement
dated June 3, 1993, as amended from time to time (the "Custodian Agreement");
and

         WHEREAS, the Fund and Investors Bank desire to amend the Custodian
Agreement as set forth below.

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

1.       Amendments.
         -----------

        (a) The Custodian Agreement is hereby amended by deleting the first
sentence of the second paragraph thereof and inserting in lieu thereof the
following:

         The Fund, an open-end management investment company on behalf of the
portfolios/series listed on Appendix A hereto (as such Appendix A may be amended
from time to time) (each a "Portfolio" and collectively, the "Portfolios"),
desires to place and maintain all of its portfolio securities and cash in the
custody of the Bank.

         (b) The Custodian Agreement is hereby amended by attaching a new
Appendix A in form attached hereto.


2.       Miscellaneous.
         -------------

         (a) Except as amended hereby, the Custodian Agreement shall remain
in full force and effect.

         (b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


                  [Remainder of Page Intentionally Left Blank]



         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.


                                       INVESTORS BANK & TRUST COMPANY


                                       By:  /s/ Robert D. Mancuso
                                            ------------------------------

                                       Name:  Robert D. Mancuso
                                              ----------------------------

                                       Title:  Senior Vice President
                                               ---------------------------




                                       DOMINI SOCIAL INVESTMENT TRUST


                                       By:  /s/ Carole M. Laible
                                            ------------------------------

                                       Name:  Carole M. Laible
                                              ----------------------------

                                       Title: Treasurer
                                       -----------------------------------






                             APPENDIX A: PORTFOLIOS

                     Domini Social Equity Fund (Feeder Fund)

                             Domini Social Bond Fund

                Domini European Social Equity Fund (Feeder Fund)

EX-99.H(3)

Exhibit h(3)

                          DOMINI SOCIAL INVESTMENTS LLC
                             536 Broadway, 7th Floor
                            New York, New York 10012

                           Dated as of April 29, 2005


Domini Social Investment Trust
c/o Domini Social Investments LLC
536 Broadway, 7th Floor
New York, New York  10012


         Re:  Sponsorship Agreement
              ---------------------

Ladies and Gentlemen:

         Reference is hereby made to that certain Sponsorship Agreement, dated
as of October 22, 1997 (such agreement, as amended and in effect from time to
time, the "Sponsorship Agreement"), by and between Domini Social Investment
Trust (formerly known as Domini Social Equity Fund) (the "Trust") and Domini
Social Investments LLC ("DSI" or the "Sponsor").

         The Trust and the Sponsor hereby agree that Section 3 of the
Sponsorship Agreement is hereby amended to read as follows:

                  3. Compensation of the Sponsor. For the services to be
         rendered and facilities provided by the Sponsor hereunder, the Trust
         shall pay DSI a fee accrued daily and payable monthly as specified on
         the Schedule A which is attached hereto and made a part of this
         Agreement. Such compensation shall be paid to DSI at the end of each
         month, and calculated by applying a daily rate, based on the annual
         percentage rates as specified on the attached Schedule A, to the
         assets. The fee calculation shall be based on the Trust's average daily
         net assets for the Trust's then-current fiscal year. If DSI serves as
         the Sponsor for less than the whole of any period specified in this
         Section 3, the compensation to DSI, as Sponsor, shall be prorated. For
         purposes of computing the fees payable to the Sponsor hereunder, the
         value of the Trust's net assets shall be computed in the manner
         specified in the Trust's then-current prospectus(es) and statement(s)
         of additional information.

         The Schedule A attached hereto is hereby added as Schedule A to the
Sponsorship Agreement.

         This letter agreement is a contract under seal and shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts.
This letter agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same instrument. In proving this letter agreement it



                                      -2-



shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

                                   Sincerely,

                                   DOMINI SOCIAL INVESTMENTS LLC


                                   By: /s/ Amy L. Domini
                                       ---------------------------------
                                      Title: Manager

Accepted and Agreed:

DOMINI SOCIAL INVESTMENT TRUST
(FORMERLY KNOWN AS DOMINI SOCIAL EQUITY FUND)


By: /s/ Carole M. Laible
    ------------------------------
   Title: Treasurer



                                                                      SCHEDULE A
                                                                      ----------

Pursuant to Section 3, Domini Social Investment Trust, on behalf of the Domini
Social Equity Fund and each other series of the Trust for which this Agreement
is approved, shall pay the Sponsor compensation at the following annual rates:

              0.50% of the first $1.5 billion of net assets managed
               0.49% of the next $1 billion of net assets managed
              0.48% of net assets managed in excess of $2.5 billion

EX-99.H(7)

Exhibit h(7)



                          Domini Social Investments LLC
                             536 Broadway, 7th Floor
                            New York, New York 10012


                                                               September 1, 2005


Domini Social Investment Trust
536 Broadway, 7th Floor
New York, New York 10012

         Re:  Expense Limitation Agreement

Ladies and Gentlemen:

         Domini Social Investments LLC currently provides oversight and
administrative and management services to Domini Social Investment Trust (the
"Trust"), a Massachusetts business trust. We hereby agree with the Trust that we
will waive expenses payable to us by the Trust's series designated Domini
European Social Equity Fund (the "Fund") or will reimburse the Fund for all
expenses payable by the Fund to the extent necessary so that the Fund's
aggregate expenses (excluding brokerage fees and commissions, interest, taxes,
and other extraordinary expenses), net of waivers and reimbursements, would not
exceed, on a per annum basis, 1.60% of that Fund's average daily net assets.

         The agreement in this letter shall take effect on September 30, 2005,
and shall remain in effect until September 30, 2006, absent an earlier
modification by the Board of Trustees, which oversees the Fund.

         Please sign below to confirm your agreement with the terms of this
letter.

                                            Sincerely,

                                            Domini Social Investments LLC


                                            By:  /s/ Amy L. Domini
                                                 ------------------------------
                                                 Title: Chief Executive Officer

Agreed:
Domini Social Investment Trust


By:    /s/ Carole M. Laible
       ------------------------------------
       Title: Treasurer

EX-99.I

Exhibit i

                              BINGHAM MCCUTCHEN LLP
                               150 FEDERAL STREET
                              BOSTON, MA 02110-1726

                                 August 29, 2005


Domini Social Investment Trust
536 Broadway, 7th Floor
New York, New York 10012

Ladies and Gentlemen:

     We have acted as counsel to Domini Social Investment Trust (formerly,
Domini Social Equity Trust), a Massachusetts business trust (the "Trust"), in
connection with Post-Effective Amendment Number 28 to the Trust's Registration
Statement filed with the Securities and Exchange Commission on August 29, 2005
(the "Amendment"), with respect to the Trust's series Domini European Social
Equity Fund (the "Fund").

     In connection with this opinion, we have examined the following described
documents:

     (a) the Amendment;

     (b) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;

     (c) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State (the "Declaration");

     (d) a copy of the Trust's Amendment to Declaration of Trust (and the
Amended and Restated Establishment and Designation of Series attached thereto)
dated as of August 1, 2005 and designating the Fund as a series of the Trust, as
filed with the Secretary of State of the Commonwealth of Massachusetts on August
1, 2005 (the "Designation"); and

     (e) a certificate executed by the Secretary of the Trust, certifying as to,
and attaching copies of, the Trust's Declaration, Designation, By-Laws and
certain votes of the Trustees of the Trust (the "Resolutions") authorizing the
issuance of shares of the Fund (the "Shares").

     In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all documents reviewed by us in original or
copy form and the legal competence of each individual executing any document.



August 29, 2005
Page 2

We have also assumed that the Trust's Declaration, Designation, By-Laws and the
Resolutions will not have been amended, modified or withdrawn with respect to
matters relating to the Shares and will be in full force and effect on the date
of the issuance of such Shares.

     This opinion is based entirely on our review of the documents listed above.
We have made no other review or investigation of any kind whatsoever, and we
have assumed, without independent inquiry, the accuracy of the information set
forth in such documents.

     This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts (other than the Massachusetts securities laws, as
to which we express no opinion) as applied by courts in such Commonwealth to the
extent such laws may apply to or govern the matters covered by this opinion. In
addition, to the extent that the Trust's Declaration, Designation or By-Laws
refer to, incorporate or require compliance with the Investment Company Act of
1940, as amended, or any other law or regulation applicable to the Trust, except
for the internal substantive laws of the Commonwealth of Massachusetts, as
aforesaid, we have assumed compliance by the Trust with such Act and such other
laws and regulations.

     We understand that all of the foregoing assumptions and limitations are
acceptable to you.

     Based upon and subject to the foregoing, please be advised that it is our
opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration, Designation and By-Laws and for the consideration described in the
Amendment, will be validly issued, fully paid and nonassessable, except that, as
set forth in the Amendment, shareholders of the Fund may under certain
circumstances be held personally liable for the Trust's obligations.

     We hereby consent to the filing of this opinion as an exhibit to the
Amendment.

                                    Very truly yours,


                                    /s/ Bingham McCutchen LLP
                                    --------------------------
                                    BINGHAM MCCUTCHEN LLP

EX-99.P(2)

Exhibit p(2)

                                                                  CORRECTED COPY
                                                                  (JULY 1, 2005)

                          DOMINI SOCIAL INVESTMENTS LLC
                                 (THE "ADVISER")

                          DSIL INVESTMENT SERVICES LLC
                               (THE "DISTRIBUTOR")

                                 CODE OF ETHICS

                           AS AMENDED JANUARY 1, 2005
   (PREVIOUSLY AMENDED ON MARCH 1, 2000, JANUARY 1, 2003, AND JANUARY 1, 2004)

         This Code of Ethics is adopted pursuant to Rule 204A-1 under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and Rule 17j-1
under the Investment Company Act of 1940, as amended (the "1940 Act"). This Code
of Ethics is intended to (a) set forth a standard of business conduct required
of personnel of the Adviser and the Distributor, (b) implement a securities
transaction reporting system designed to minimize conflicts of interest, and
even the appearance of conflicts of interest, between the personnel of the
Adviser and the Distributor and their respective clients in the securities
markets, and (c) effect compliance by the personnel of the Adviser and the
Distributor with applicable Federal securities laws.

         This Code shall be administered by the Adviser's Chief Compliance
Officer (the "CCO") and such Deputy Review Persons as the CCO may designate.
Elizabeth Belanger currently serves as the CCO of the Adviser and shall serve in
such capacity until the Adviser's Manager designates a successor CCO. Adam
Kanzer and Carole Laible are hereby named the "Deputy Review Persons" and shall
serve in such capacity until the CCO designates successor Deputy Review Persons.
The Deputy Review Persons shall be responsible for administering the Code
(including preclearance of trades and review of transaction reports) in the
absence of the CCO and shall be responsible for preclearing and reviewing
transaction reports of the CCO.

1.       SCOPE OF THIS CODE.

         (A)      PERSONS COVERED. This Code applies to each employee, manager,
                  member, and officer of the Adviser or the Distributor and each
                  person described in clauses (ii), (iv) and (v) of the
                  definition of Access Person set forth below.

                  An "Access Person" is (i) any full-time employee, manager,
                  member, or officer of the Adviser, (ii) any other person who
                  provides investment advice on behalf of the Adviser and is
                  subject to the supervision and control of the Adviser, (iii)
                  any employee, manager, member, or officer of the Distributor
                  who, in the ordinary course of business, makes, participates
                  in, or obtains information regarding, the purchase or sale of
                  Covered Securities by a Fund (as defined below) for which the
                  Distributor acts, or whose functions or duties in the ordinary
                  course of business relate to the making of any recommendation
                  to a Fund regarding the purchase or sale of Covered
                  Securities, (iv) any employee



                  of any company in a control relationship to the Adviser who,
                  in connection with his or her regular functions or duties,
                  makes, participates in, or obtains information regarding, the
                  purchase or sale of Covered Securities by a Fund or any other
                  client of the Adviser, or whose functions relate to the making
                  of any recommendations with respect to such purchases or
                  sales, and (v) any natural person in a control relationship
                  with the Adviser who obtains information concerning the
                  recommendations made by the Adviser with regard to the
                  purchase or sale of Covered Securities. Upon being hired, an
                  employee of the Adviser and/or the Distributor shall be
                  notified in writing by the CCO as to whether such employee
                  meets the definition of "Access Person" under this Code.

                  A "Fund" is an investment company registered under the
                  Investment Company Act of 1940, as amended (the "1940 Act")
                  for which the Adviser provides investment advisory services or
                  for which the Distributor provides distribution services, as
                  applicable.

         (B)      DEFINITION OF SECURITIES. As used in this Code, the term
                  "securities" means all types of securities as defined in
                  Section 2(a)(36) of the 1940 Act, and includes all types of
                  debt, equity, and other securities, including, among other
                  things, common and preferred stocks, bonds, mutual fund
                  shares, money market instruments, debentures, notes, limited
                  partnership interests, warrants, depositary receipts, options,
                  and other derivative securities. THIS CODE DOES NOT APPLY TO
                  SAVINGS, CHECKING, NOW, OR MONEY MARKET ACCOUNTS WITH BANKS,
                  SAVINGS AND LOAN ASSOCIATIONS, CREDIT UNIONS, OR SIMILAR
                  INSTITUTIONS.

                  DEFINITION OF COVERED SECURITY. As used in this code "Covered
                  Security" means any security, including shares of the Funds
                  and any mutual fund that invests all or a portion of its
                  assets in shares of a Fund (collectively, with the Funds, the
                  "Related Funds"), except for the following types of
                  securities: (i) direct obligations of the government of the
                  United States, (ii) bankers' acceptances, bank certificates of
                  deposit, commercial paper, and high quality short-term debt
                  instruments, including repurchase agreements, and (iii) shares
                  issued by open-end investment companies registered under the
                  1940 Act other than shares of Related Funds. A direct
                  obligation of the government of the United States includes any
                  security issued or guaranteed as to principal or interest by
                  the government of the United States or by any agency or
                  instrumentality of the government of the United States.

                  A "Security Held or to be Acquired" by a Fund means (i) any
                  Covered Security which, within the most recent 15 days (A) is
                  or has been held by the Fund or (B) is being or has been
                  considered by the Fund or the Adviser for purchase by the Fund
                  and (ii) any option to purchase or sell, and any security
                  convertible into or exchangeable for, a Covered Security
                  described in the preceding clause (i).

         (C)      BENEFICIAL OWNERSHIP. For purposes of this Code, "beneficial
                  ownership" is interpreted in the same manner as it would be
                  under Rule 16a-1(a)(2) of the

                                       2


                  Securities Exchange Act of 1934, and the rules and regulations
                  thereunder. Accordingly, a person shall have "beneficial
                  ownership" of any security if he or she, directly or
                  indirectly, through any contract, arrangement, understanding,
                  relationship, or otherwise, has or shares a direct or indirect
                  pecuniary interest in the security. A person has a pecuniary
                  interest in a security if he or she has the opportunity,
                  directly or indirectly, to profit or share in any profit from
                  a transaction in the subject security. A person may have an
                  indirect pecuniary interest in a security if, among other
                  things:

                  (i)    the security is held by a member of that person's
                         immediate family sharing the same household;

                  (ii)   the person is a general partner and the security is
                         held by the general partnership or limited partnership;

                  (iii)  the person's interest in such security is held by a
                         trust; or

                  (iv)   the person has a right to acquire such security through
                         the exercise or conversion of any derivative security,
                         whether or not presently exercisable.

         (D)      TYPES OF TRANSACTIONS COVERED. This Code applies to all types
                  of transactions in securities, including purchases, sales,
                  exchanges, redemptions, short sales, donations, and gifts.

2.       STANDARDS OF CONDUCT.

         (A)      COMPLIANCE WITH FEDERAL SECURITIES LAWS. The Adviser and the
                  Distributor operate in an industry subject to numerous Federal
                  securities laws, including the Securities Act of 1933, the
                  Securities Exchange Act of 1934, the Sarbanes-Oxley Act of
                  2002, the 1940 Act, the Advisers Act, Title V of the
                  Gramm-Leach-Bliley Act, any rules adopted by the Securities
                  and Exchange Commission (the "SEC") under any of these
                  statutes, the Bank Secrecy Act as it applies to funds and
                  investment advisers, and any rules thereunder adopted by the
                  SEC or the Department of Treasury ("collectively, the Federal
                  securities laws"). Employees are required to comply with
                  applicable Federal securities laws. Any questions regarding
                  the applicability or interpretation of Federal securities laws
                  should be directed to the CCO.

                  PLEASE NOTE that the mere fact that a particular course of
                  action is legal, however, does not automatically make it
                  ethical. Employees are expected to act in an ethical manner as
                  described in Section 2(c) below.

         (B)      FIDUCIARY DUTY. An investment adviser is a fiduciary of its
                  clients, owing them a duty of care and a duty of loyalty with
                  respect to services provided by the adviser on their behalf.
                  The duty of care requires that an investment adviser perform
                  its duties with reasonable skill and care. The duty of loyalty
                  requires an investment adviser to act in a manner consistent
                  with its clients' best interests. Employees are required to
                  perform their duties in a manner


                                       3


                  consistent with the Adviser's fiduciary duties. Employees must
                  perform their duties in good faith, with reasonable skill and
                  care. Employees must not pursue their self-interest to the
                  detriment of a client.

                  Employees must be sensitive to the possibility that an
                  employee's actions or decisions will be affected because of an
                  actual or potential divergence between his or her personal
                  interests and those of the Adviser or the Distributor, as
                  applicable, or its clients. A particular activity or situation
                  may be found to involve a conflict of interest even though it
                  does not result in any financial loss to the Adviser or the
                  Distributor, as applicable, or its clients and regardless of
                  the motivation of the employee involved. In all cases, if a
                  conflict situation arises between an employee and the Adviser
                  or the Distributor, as applicable, or its clients, the
                  interest of the Adviser or the Distributor, as applicable, or
                  its client shall prevail. It is important that personnel go
                  beyond the letter of this Code and remain sensitive to the
                  need to avoid improper conflicts of interest, or even the
                  appearance of such conflicts of interest, that are not
                  expressly addressed by this Code.

         (C)      ETHICAL BEHAVIOR. Employees are expected to act with
                  integrity, competence, dignity, and in an ethical manner when
                  dealing with the public, clients, prospects, the Adviser and
                  the Distributor, and their fellow employees. Ethics is a
                  necessary component of an employee's professional knowledge.
                  Each of the Adviser and the Distributor depends upon a high
                  level of public and client confidence for its success. That
                  confidence can be maintained only if the employees of the
                  Adviser and the Distributor observe the highest standards of
                  ethical behavior in the performance of their duties. Conduct
                  that even appears unethical can erode public trust in the
                  Adviser and the Distributor and cause great harm to these
                  firms.

3.       PROHIBITED SECURITIES TRANSACTIONS.

         (A)      UNLAWFUL ACTIONS. No person to whom this Code applies shall,
                  in connection with the purchase or sale, directly or
                  indirectly, by such person of a Security Held or to be
                  Acquired by a Fund or of shares of a Related Fund:

                  (i) employ any device, scheme, or artifice to defraud a Fund;

                  (ii)     make any untrue statement of a material fact to a
                           Fund or omit to state to the Fund a material fact
                           necessary in order to make the statements made, in
                           light of the circumstances under which they are made,
                           not misleading;

                  (iii)    engage in any act, practice, or course of business
                           which would operate as a fraud or deceit upon a Fund;
                           or

                  (iv)     engage in any manipulative practice with respect to a
                           Fund including, without limitation, any purchase or
                           exchange in a Related Fund and subsequent redemption
                           or exchange out of the same Fund within a

                                       4


                  short period of time in order to profit from short-term market
                  movements.

         (B)      RESTRICTED SECURITIES. Monthly, the CCO will circulate to each
                  Access Person a list of all issuers that during the month will
                  be reviewed or evaluated by the Adviser or KLD Research &
                  Analytics, Inc. for addition to, or removal from, the Domini
                  400 Social Index.SM The securities of each issuer on that list
                  will be considered "Restricted Securities" until the
                  circulation by the CCO of a subsequent monthly list that does
                  not include such issuer.

         (C)      RESTRICTIONS. No Access Person shall:

                  (i)      effect any transaction in any security that is a
                           Restricted Security at the time such transaction is
                           effected;

                  (ii)     purchase or otherwise acquire any security that
                           reasonably appears to have been offered or made
                           available to such an Access Person by virtue of his
                           or her position with the Adviser or the Distributor,
                           as applicable, and is not generally available to the
                           investing public;

                  (iii)    profit from the purchase and sale, or sale and
                           purchase, of the same or equivalent securities
                           within 60 calendar days.

         (D)      EXCEPTIONS. The restrictions set forth in Sections 3(c),
                  6(a)(iii), and 6(a)(iv) of this Code shall not apply to the
                  following:

                  (i)      transactions in shares of any open-end investment
                           companies (open-end mutual funds) that are registered
                           under the 1940 Act, other than Related Funds;

                  (ii)     transactions effected by means of an automatic
                           investment plan previously reported to the CCO,
                           provided that any transaction that overrides the
                           preset schedule or allocations of the automatic
                           investment plan is not exempt (for purposes of this
                           Code, an automatic investment plan is a program in
                           which regular periodic purchases (or withdrawals) are
                           made automatically in (or from) investment accounts
                           in accordance with a predetermined schedule and
                           allocation; an automatic investment plan includes a
                           dividend reinvestment plan);

                  (iii)    receipts of stock dividends, stock splits, or similar
                           distributions;

                  (iv)     transfers that are gifts or donations, provided that
                           the donee represents in writing that he or she has no
                           present intention of selling the securities;

                  (v)      transactions for the sole account and benefit of
                           other persons to whom an Access Person has a
                           fiduciary relationship apart from the Adviser or the
                           Distributor, as applicable;


                                       5


                  (vi)     transactions effected on behalf of an Access Person
                           that are beyond his or her reasonable control;

                  (vii)    purchases made upon the exercise of rights
                           distributed by an issuer on a pro rata basis to all
                           holders of a class of its securities, and sales of
                           any such rights so acquired within one year;

                  (viii)   the receipt by an Access Person of securities as
                           compensation for, or in connection with, his or her
                           employment or the exercise by an Access Person of an
                           option or warrant received by such Access Person as
                           compensation for, or in connection with, his or her
                           employment;

                  (ix)     transactions that receive prior written approval of
                           the CCO, on the grounds that they are unlikely to
                           have any adverse effect on the Adviser or the
                           Distributor, as applicable, or its respective
                           clients, involve no apparent impropriety, and appear
                           to be consistent with applicable securities laws; and

                  (x)      in extremely limited circumstances, transactions that
                           are otherwise prohibited under Section 3(c)(iii) that
                           receive the prior written approval of the CCO due to
                           significant personal hardship of the Access Person
                           arising from a family emergency or similar
                           circumstance, provided that any profit from such
                           transaction be disgorged.

4.       MISUSE OF INSIDE INFORMATION.

         (A)      DEFINITION OF INSIDE INFORMATION. For purposes of this Code,
                  "Inside Information" means any information obtained by a
                  person to whom this Code applies that such person knows, or in
                  the exercise of reasonable care should know, is (i) not
                  available to the investing public generally and (ii) material
                  to a decision to effect a transaction in a security.

         (B)      BAN ON TRADING. No person to whom this Code applies shall
                  effect any transaction in, directly or indirectly, any
                  security on the basis of any Inside Information. This
                  restriction is NOT subject to the exceptions set forth in
                  Sections 3(d), 5(b), or 6(b).

        (C)       BAN ON RELEASE OR DISCLOSURE. No person to whom this Code
                  applies shall release or disclose Inside Information to any
                  person outside of the Adviser or the Distributor except that
                  such person:

                  (i)      may release to authorized representatives of a client
                           Inside Information to which that client is entitled;

                  (ii)     may release Inside Information to the Adviser's or
                           the Distributor's lawyers, accountants, and
                           consultants as appropriate in the conduct of the
                           Adviser's or the Distributor's affairs;



                                       6


                  (iii)    may release Inside Information to regulatory
                           officials and other persons as required by law; and

                  (iv)     may release Inside Information in accordance with the
                           policies established by the Adviser's Manager or the
                           Distributor's Manager, as applicable and the
                           instructions of the CCO.

5.       REPORTING.

         (A)      REPORTING REQUIREMENTS. Each Access Person shall (unless
                  excepted under Section 5(b)) provide information to the CCO as
                  set forth below:

                  (i)      Initial Holdings Reports and Instructions. Not later
                           than 10 days after the person becomes an Access
                           Person:

                           (A)      the Access Person shall provide the title,
                                    the type of security, the exchange ticker
                                    symbol or the CUSIP number, the number of
                                    shares, and the principal amount of each
                                    Covered Security in which the Access Person
                                    had any direct or indirect beneficial
                                    ownership when the person became an Access
                                    Person;

                           (B)      the Access Person shall provide the name of
                                    any broker, dealer, bank, mutual fund, or
                                    similar financial institution with whom the
                                    Access Person maintained an account in which
                                    any securities were held for the direct or
                                    indirect benefit of the Access Person as of
                                    the date the person became an Access Person
                                    and shall direct any such financial
                                    institution to supply to the CCO on a timely
                                    basis, duplicate confirmations of all
                                    personal securities transactions and
                                    duplicate periodic statements for all such
                                    accounts; and

                           (C)      the Access Person shall provide the date
                                    that the report is signed and submitted by
                                    the Access Person.

                  The information provided in the Initial Holdings Report must
                  be current as of a date not more than 45 days prior to the
                  date the person became an Access Person.

                  (ii)     Quarterly Transaction Reports. Not later than 30 days
                           after the end of each calendar quarter, the following
                           information must be provided:

                           (A)      Subject to the exception provided in
                                    paragraph (D) below, with respect to any
                                    transaction during the quarter in a Covered
                                    Security in which the Access Person had any
                                    direct or indirect beneficial ownership the
                                    Access Person shall provide:

                                    o       the date of the transaction, the
                                            title, the exchange ticker symbol or
                                            the CUSIP number, the interest rate
                                            and the


                                       7


                                            maturity date (if applicable), the
                                            number of shares, and the principal
                                            amount of each Covered Security
                                            involved;

                                    o       the nature of the transaction (i.e.,
                                            purchase, sale, or any other type of
                                            acquisition or disposition);

                                    o       the price of the Covered Security at
                                            which the transaction was effected;

                                    o       the name of the broker, dealer,
                                            bank, mutual fund, or similar
                                            financial institution with or
                                            through which the transaction was
                                            effected; and

                                    o       the date that the report is signed
                                            and submitted by the Access Person.

                           (B)      With respect to any account established by
                                    the Access Person in which any securities
                                    were held during the quarter for the direct
                                    or indirect benefit of the Access Person,
                                    the Access Person:

                                    o       shall provide the name of the
                                            broker, dealer, bank, mutual fund,
                                            or similar financial institution
                                            with whom the Access Person
                                            established the account;

                                    o       shall provide the date that the
                                            account was established;

                                    o       shall direct any such financial
                                            institution to supply to the CCO on
                                            a timely basis duplicate
                                            confirmations of all personal
                                            securities transactions and
                                            duplicate periodic statements for
                                            all such accounts; and

                                    o       shall provide the date that the
                                            report is signed and submitted by
                                            the Access Person.

                           (C)      In the event that no reportable transactions
                                    occurred during the quarter and no accounts
                                    were established during the quarter, the
                                    report should be so noted and returned
                                    signed and dated.

                           (D)      In the event that all reportable
                                    transactions have been effected through the
                                    accounts previously reported to the Adviser
                                    for which the Adviser receives duplicate
                                    confirmations and periodic statements not
                                    later than 30 days after the close of the
                                    calendar quarter in which the transaction
                                    takes place, the Access Person may so
                                    certify the report and return it signed and
                                    dated without providing the specific
                                    transaction information required under
                                    paragraph (A) above.



                                       8


                  (iii)    Annual Holdings Reports. Not later than each January
                           31, the following information (which information must
                           be current as of the immediately preceding December
                           31):

                           (A)      the title, the type of security, the
                                    exchange ticker symbol or the CUSIP number,
                                    the number of shares, and the principal
                                    amount of each Covered Security in which the
                                    Access Person had any direct or indirect
                                    beneficial ownership;

                           (B)      the name of any broker, dealer, bank, mutual
                                    fund, or similar financial institution with
                                    whom the Access Person maintains an account
                                    in which any securities are held for the
                                    direct or indirect benefit of the Access
                                    Person; and

                           (C)      the date on which the report is signed and
                                    submitted by the Access Person.

         (B)      EXCEPTIONS TO REPORTING REQUIREMENTS. The following are the
                  exceptions to the reporting requirements outlined in Section
                  5(a):

                  (i)      A person need not make any report under Section 5(a)
                           with respect to transactions effected for, and
                           Covered Securities held in, any account over which
                           the person has no direct influence or control.

                  (ii)     A person need not report an account with a financial
                           institution if the account does not allow any trading
                           in Covered Securities (for example, a mutual fund
                           account, other than a Related Fund account, held
                           directly with the fund sponsor).

                  (iii)    A person need not make any report under Section 5(a)
                           with respect to transactions effected by means of an
                           automatic investment plan previously reported to the
                           CCO, provided that any transaction that overrides the
                           preset schedule or allocations of the automatic
                           investment plan must be included in a quarterly
                           transaction report.

         (C)      CERTIFICATION. Each person to whom this Code applies shall
                  certify to the CCO in writing that (i) he or she has received
                  a copy of this Code, (ii) he or she has read and understands
                  this Code, (iii) he or she understands that he or she is
                  subject to this Code, (iv) he or she has complied with the
                  requirements of this Code, and (v) if such person is an Access
                  Person, he or she has disclosed or reported all securities
                  transactions required to be disclosed or reported under this
                  Code, such certification to be given at the following times:
                  (A) in the case of persons who are subject to this Code on the
                  date hereof, within 30 days after the adoption of this Code;
                  (B) in the case of persons who become subject to this Code
                  after the date hereof, no later than 10 days after such person
                  becomes subject to this Code; and (C) in all cases, once every
                  calendar year on or before January 31.



                                       9


6.      PRECLEARANCE OF CERTAIN SECURITIES TRANSACTIONS.

         (A) PRECLEARANCE REQUIREMENTS. No Access Person shall:

                  (i)      acquire, directly or indirectly, beneficial ownership
                           in any securities (including Restricted Securities)
                           in an initial public offering;

                  (ii)     acquire, directly or indirectly, beneficial ownership
                           in any securities (including Restricted Securities)
                           in a private placement transaction;

                  (iii)    sell or exchange shares of a Related Fund at a loss
                           after holding such shares less than 60 days; or

                  (iv)     effect any transaction (other than those transactions
                           described in clauses (i), (ii), and (iii) above) in
                           any security;

                  unless, in each case, the transaction has been approved by the
                  CCO not more than 72 hours prior to initiation of the
                  transaction (and such approval has not been rescinded).

         (B)      EXCEPTIONS TO PRECLEARANCE REQUIREMENTS.

                  (i)      Sections 6(a)(iii) and 6(a)(iv) shall not apply to
                           any transaction that is exempt under Section 3(d);

                  (ii)     Section 6(a)(iv) shall not apply to the following:

                           (A)      any transactions in securities listed on a
                                    national securities exchange of a company
                                    having a total market capitalization (at the
                                    time of the transaction or, if such
                                    information is not available, according to
                                    the company's most recent published annual
                                    or quarterly financial statements) of not
                                    less than $5 billion;

                           (B)      transactions in the debt instruments issued
                                    or guaranteed by a state or local
                                    government;

                           (C)      transactions in debt instruments issued or
                                    guaranteed by the United States government,
                                    quasi United States government agency, or
                                    instrumentality of the United States;

                           (D)      total purchases and sales of up to $25,000
                                    of securities listed on a national
                                    securities exchange within any rolling six
                                    month period; or

                           (E)      transactions in municipal fund securities
                                    that are issued for a qualified tuition
                                    program under Internal Revenue Code Section
                                    529 (a 529 college savings plan).



                                       10


                           (F)      any transaction in a Related Fund, so long
                                    as such transaction does not result in a
                                    profit from the purchase and sale, or sale
                                    and purchase, of such Related Fund within 60
                                    calendar days.


7.       ADDITIONAL RESTRICTIONS.

         (A)      GIFTS. No person to whom this Code applies shall accept any
                  gift or gratuity from any person or business entity that does
                  business with the Adviser or the Distributor, provided that
                  this restriction does not apply to:

                  (i)      any gifts or gratuities received in any 90-day period
                           from any one person or business entity, or several
                           related persons or business entities, having an
                           aggregate fair market value of not more than $150;

                  (ii)     travel, lodging, entertainment, food, and beverages
                           provided in connection with a business or
                           professional meeting or function; and

                  (iii)    goods and services, such as investment research
                           reports and newsletters, that are used in the conduct
                           of the business of the Adviser or the Distributor, as
                           applicable.

(B)               SERVICE AS A DIRECTOR OF A PUBLICLY TRADED COMPANY. No person
                  to whom this Code applies shall serve as a director of a
                  company that files or is required to file with the SEC
                  periodic reports under Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 (such as 10-Ks, 10-Qs, and
                  8-Ks) without the prior approval of the CCO.

(C)               OUTSIDE BUSINESS ACTIVITY. All personnel of the Adviser and
                  the Distributor shall receive prior approval from the CCO, or
                  in his or her absence from a Deputy Review Person, before
                  engaging in any business activity outside the scope of their
                  employment relationship with the Adviser or the Distributor
                  for which compensation is received. Records of outside
                  business activity of such persons, including evidence of
                  preapproval of such activity and annual certifications by such
                  persons of their adherence to this written policy, shall be
                  maintained by the CCO.

8.      REVIEW BY THE CCO.

         (A)      REVIEW OF REPORTS. The CCO shall review all of the reports
                  delivered under Section 5 to determine whether a violation of
                  this Code may have occurred. Before making a determination
                  that a violation has occurred, the CCO shall give such person
                  who may have committed such violation an opportunity to supply
                  additional information regarding the transaction in question.

         (B)      FACTORS TO BE CONSIDERED. In reviewing proposed transactions
                  and other matters submitted for preclearance or approval under
                  this Code, the CCO shall consider whether such transactions or
                  matters involve or are likely to involve: (i) violations of
                  this Code or applicable securities laws; (ii) improper


                                       11


                  use of Inside Information; or (iii) an investment opportunity
                  that should be reserved for the Adviser or the Distributor, as
                  applicable, or its clients.

         (C)      APPROVAL SUBJECT TO CONDITIONS. The CCO may grant approval of
                  proposed transactions and other matters submitted for
                  preclearance or approval under this Code subject to such
                  conditions as the CCO may impose to protect the interests of
                  the Adviser and the Distributor and their respective clients,
                  including, among other things, requiring that an Access Person
                  who is authorized to acquire securities in a private placement
                  disclose that investment when he or she plays a part in a
                  review or analysis of the issuer of the securities.

         (D)      DEPUTY REVIEW PERSON MAY ACT WHEN CCO IS UNAVAILABLE. In the
                  event that the CCO is unavailable to review any report or
                  proposed transaction or other matter under this Code and it is
                  unlikely that the CCO will become available in sufficient time
                  to review the report in a timely manner or for the transaction
                  or other matter to proceed without material hardship, a Deputy
                  Review Person may review such report or perform all functions
                  of the CCO under the Code with respect to such transaction or
                  other matter. Nonetheless, a Deputy Review Person may defer
                  review of any report or transaction or other matter until the
                  CCO is available to conduct such review.

9.       SANCTIONS. Any violations of this Code will be reported to and be
         subject to review by the Adviser's Manager or the Distributor's
         Manager, as applicable.

         (A)      If the applicable Manager determines that a violation of this
                  Code has occurred, the CCO may impose such sanctions as is
                  deemed appropriate, including, among other things:

                  (i)      a letter of censure;

                  (ii)     forfeiture of any profit made or loss avoided from a
                           transaction in violation of this Code; or

                  (iii)    suspension or termination of employment.

         (B)      Any person subject to any sanctions imposed by the CCO under
                  this Code shall be entitled, upon request made within 60 days
                  of the imposition of such sanctions, to a complete review of
                  the matter by the Adviser's Manager or the Distributor's
                  Manager, as applicable. Pending such a review the CCO may
                  impose such interim sanctions as is deemed appropriate to
                  protect the interests of the Adviser or the Distributor, as
                  applicable, until final resolution of the matter.

         (C)      Any violations resulting in sanctions and the sanctions
                  imposed will be reported to:

                                       12


                  (i)      the Adviser's Manager or the Distributor's Manager,
                           as applicable; and

                  (ii)     (other than with respect to interim sanctions pending
                           review of a matter) the board of directors or
                           trustees of each Fund.

10.      EMPLOYEE REPORTS OF VIOLATIONS.

         (A)      REPORTING CONCERNS. Any employee who has a concern regarding
                  what he or she views as a violation of Federal securities laws
                  or unethical conduct in violation of this Code must bring this
                  concern promptly to the attention of the CCO.

         (B)      CONFIDENTIAL TREATMENT. Given the sensitivity of such matters,
                  any written correspondence regarding a concern should be
                  marked "Confidential." The CCO will take all appropriate
                  measures to keep confidential the identity of an individual
                  reporting a concern and to disclose the individual's identity
                  only to those persons who need to know it to advance an
                  investigation of the concern. If an individual does not want
                  to be identified with a submission, he or she should mail his
                  or her communications to the CCO, without including his or her
                  name in the correspondence but, instead, prominently
                  indicating on the submission that it is a "Confidential,
                  Anonymous Submission."

         (C)      RETALIATION PROHIBITED. Neither the Adviser nor the
                  Distributor will tolerate any form of retaliation against an
                  employee who (i) submits a good faith report under the
                  provisions described in this Section or (ii) assists in an
                  investigation of challenged practices (referred to as a
                  "Reporting Employee"). Employees are prohibited from
                  discharging, demoting, suspending, threatening, harassing, or
                  in any other manner discriminating against a Reporting
                  Employee in the terms and conditions of the Reporting
                  Employee's employment because of any lawful act done by the
                  Reporting Employee to provide information, cause information
                  to be provided, or otherwise assist in an investigation
                  regarding any conduct which the Reporting Employee reasonably
                  believes is reportable under this Code. The Adviser and the
                  Distributor encourage employees to report violations under
                  this Code. Employees have the option, and are encouraged, to
                  report any violation to the CCO with confidentiality. The
                  policy is intended to create an environment where employees
                  can act without fear of reprisal or retaliation. Any employee
                  who feels that he or she has been the subject of reprisal or
                  retaliation because of his or her reporting under this Code
                  should immediately notify the CCO.

11.      MISCELLANEOUS.

         (A)      ACCESS PERSONS. The CCO shall identify all Access Persons who
                  are under a duty to make reports under this Code and will
                  inform such persons of such duty. Any failure by the CCO to
                  notify any person of his or her duties under this Code shall
                  not relieve such person of his or her obligations hereunder.



                                       13


         (B)      RECORDS. Each of the Adviser and the Distributor shall
                  maintain records in the manner and to the extent set forth
                  below, and shall be available for examination by
                  representatives of the SEC:

                  (i)      a copy of this Code and any other code which is, or
                           at any time within the past five years has been, in
                           effect shall be preserved in an easily accessible
                           place;

                  (ii)     a record of any violation of this Code and of any
                           action taken as a result of such violation shall be
                           preserved in an easily accessible place;

                  (iii)    a copy of each report made pursuant to this Code
                           shall be preserved for a period of not less than five
                           years from the end of the fiscal year in which it is
                           made, the first two years in an easily accessible
                           place;

                  (iv)     a list of all persons who are required, or within the
                           past five years have been required, to make reports
                           pursuant to this Code shall be maintained in an
                           easily accessible place;

                  (v)      a record of any decision, and the reasons supporting
                           the decision, to approve the acquisition by an Access
                           Person of securities under Section 6(a) shall be
                           preserved for a period of not less than five years
                           from the end of the fiscal year in which the approval
                           is granted; and

                  (vi)     a copy of each signed certification as required by
                           Section 5(c) for each person who is currently, or
                           within the past five years was, required to deliver
                           such certification pursuant to this Code shall be
                           maintained in an easily accessible place.

         (C)      CONFIDENTIALITY. All reports of securities transactions and
                  any other information filed pursuant to this Code shall be
                  treated as confidential, except to the extent required by law.


                                       14