FIRST AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This FIRST AMENDMENT is made as of November 28, 2006 by and between GREEN
CENTURY CAPITAL MANAGEMENT, INC., a Massachusetts corporation (the "Adviser"),
and GREEN CENTURY FUNDS, a Massachusetts business trust (the "Trust"), on
behalf of the Green Century Balanced Fund.
W I T N E S S E T H:
WHEREAS, the Adviser and the Trust are parties to that certain Investment
Advisory Agreement, as amended and restated March 29, 1999 and as further
amended from time to time (the "Agreement"); and
WHEREAS, the Adviser and the Trust wish to amend the Agreement in order to
reflect a change to the compensation of the Adviser provided thereunder with
respect to the Green Century Balanced Fund (the "Balanced Fund");
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Adviser and the Trust do hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment without
definition shall have the respective meanings assigned to them in the Agreement.
SECTION 2. Amendment. Section 3 of the Agreement is hereby amended by
deleting such Section 3 thereof in its entirety, and substituting therefore the
following:
a. As compensation for the services rendered and obligations
assumed hereunder by the Adviser, the Trust shall pay to the
Adviser monthly a fee from the Balanced Fund equal on an
annual basis to 0.65% of the average daily net assets of the
Balanced Fund. Such fee shall be computed and accrued daily.
If Green Century Capital Management, Inc. serves as investment
adviser for less than the whole of any period specified in
this Section 3a, the compensation to Green Century Capital
Management, Inc., as Adviser, shall be prorated. For purposes
of calculating the Adviser's fee, the daily value of the
Balanced Fund's net assets shall be computed by the same
method as the Trust uses to compute the value of the Balanced
Fund's net assets in connection with the determination of net
asset value of the Balanced Fund's shares.
b. The Adviser reserves the right to waive all or a part of its
fee.
SECTION 3. Miscellaneous. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts. Except as
specifically amended by this Amendment, the Agreement shall remain in full
force and effect. This Amendment is limited specifically to the matters set
forth herein and does not constitute directly or by implication an amendment or
waiver of any other provision of the Agreement. The headings of the sections of
this Amendment are inserted for convenience of reference only and shall not be
deemed a part hereof.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the day and year first above written.
GREEN CENTURY FUNDS, ON BEHALF
OF THE GREEN CENTURY BALANCED
FUND
By:
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President
GREEN CENTURY CAPITAL
MANAGEMENT, INC.
By:
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President
