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Submanagement Agreement

 

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Title:

Submanagement Agreement

Entities:

CAL Dive International, Inc.

Date:

2006

Size:

Preview shows 9KB of 23KB total

Price:

$36

ID:

#2649182

 

 

► Miscellany ► Management ► Sub-Management Agreements

 

 

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SUBMANAGEMENT AGREEMENT

 

DOMINI EUROPACIFIC SOCIAL EQUITY TRUST

 

SUBMANAGEMENT AGREEMENT, dated as of November 30, 2006 by and between Domini Social Investments LLC, a Massachusetts limited liability company ("Domini" or the "Manager"), and Wellington Management Company, LLP ("Wellington" or the "Submanager").

 

WITNESSETH:

 

WHEREAS, the Domini Social Trust (the "Master Trust") engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated thereunder, the "1940 Act"); and

 

WHEREAS, Domini has entered into a Management Agreement (the "Management Agreement") with the Master Trust wherein Domini has agreed to serve as Manager to the series of the Master Trust designated as the Domini EuroPacific Social Equity Trust (the "Master Fund"); and

 

WHEREAS, Domini desires to retain the Submanager to furnish it with portfolio investment advisory services in connection with Domini's investment advisory activities on behalf of the Master Fund, and the Submanager is willing to furnish such services to Domini;

 

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.

APPOINTMENT OF WELLINGTON.

 

In accordance with and subject to the Management Agreement between the Master Trust and the Manager with respect to the Master Fund, the Manager hereby retains Wellington to act as the Submanager for the Master Fund for the period and on the terms set forth in this Agreement. The Submanager accepts such appointment and agrees to provide an investment program for the Master Fund in accordance with the terms of this Agreement and applicable law and for the compensation provided by this Agreement.

 

The Submanager is hereby authorized to engage any of its affiliates to provide the Submanager with investment management or advisory and related services with respect to the Submanager performing its obligations under this Agreement. The Submanager shall remain liable to the Manager for performance of the Submanager's obligations under this Agreement, and for the acts and omissions of such affiliates and the Manager shall not be responsible for any fees which any affiliate may charge to the Submanager in connection with such services.

 

 

-2-

 

 

 

 

2.

DUTIES OF THE SUBMANAGER.

 

The Submanager is hereby employed and authorized to select portfolio securities for investment by the portion of the assets of the Master Fund as the Manager may designate from time to time (the "Master Fund Account"), to determine to purchase and sell securities of the Master Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with this Agreement. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to withdraw assets from the Master Fund Account and to supervise and, in its discretion, conduct investment activities relating to the Master Fund.

 

The Submanager 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 the Master Fund Account shall be held uninvested, subject always to the restrictions of the Master Trust's Second Amended and Restated Declaration of Trust, dated June 7, 1989, as amended and restated as of May 15, 2001, as amended, and By-laws, as each may be amended 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 Master Trust with respect to the Master Fund. The Manager agrees to provide copies of any amendments to the Declaration of Trust, By-Laws or Master Funds registration statement to the Submanager. Should the Board of Trustees of the Master Trust or the Manager at any time, however, make any definite determination as to an investment policy applicable to the Master Fund and the Manager notifies the Submanager thereof in writing, the Submanager 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


 

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