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EXHIBIT 9(d)
SUB-ADMINISTRATIVE AGREEMENT
THIS AGREEMENT is made as of this 7th day of July, 1997, by and between
Green Century Capital Management, Inc., a Massachusetts corporation ("Green
Century Capital") and Sunstone Financial Group, Inc., a Wisconsin corporation
(the "Sub-Administrator").
WHEREAS, Green Century Funds, a Massachusetts business trust (the
"Trust"), is an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "Act"), consisting of two investment
portfolios, the Green Century Balanced Fund and the Green Century Equity Fund
(individually referred to as a "Fund" and collectively as the "Funds");
WHEREAS, pursuant to an Administrative Services Agreement ("Administrative
Agreement"), Green Century Capital serves as the administrator for the Funds;
and
WHEREAS, as permitted by Section 6 of the Administrative Agreement, Green
Century Capital desires to subcontract the performance of certain of its
administration services to Sub-Administrator, and Sub-Administrator desires to
accept such obligations on the terms provided herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. APPOINTMENT
Green Century Capital hereby appoints the Sub-Administrator as
sub-administrator of the Funds to provide those services specified herein for
the period and on the terms set forth in this Agreement. The Sub-Administrator
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. SERVICES
(a) Subject to the direction and supervision of Green Century Capital, and
utilizing information provided by Green Century Capital and the Trust and their
agents, the Sub-Administrator will: (1) provide office space, facilities,
equipment and personnel to carry out its services hereunder; (2) compile data
for and prepare with respect to the Funds timely Notices to the Securities and
Exchange Commission (the "Commission") required pursuant to Rule 24f-2 under
the Act and Semi-Annual Reports on Form N-SAR; (3) prepare the financial
statements for the Annual and Semi-Annual Reports required pursuant to Section
30(d) under the Act; (4) provide the monthly calculations of the Funds' asset
based fees; (5) prepare financial information required in amendments to the
Trust's Registration Statement; (6) prepare or review amendments to the Trust's
Registration Statement at the direction of Green Century Capital, in each case
subject to the review and approval of the Trust's legal counsel; (7)
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compile financial information required for proxy statements; (8) assist in the
acquisition of directors' and officers' liability policies and assist in
obtaining competitive bids for the same at the request of Green Century
Capital; (9) assist in the maintenance of the Trust's fidelity bond required by
the Act, monitor the amount of the bond and make the necessary Commission
filings related thereto; (10) prepare and/or file all documents to be filed
with states identified by Green Century Capital to qualify and maintain the
qualification of the Funds' securities for sale in those states and monitor
daily sales activity to ensure compliance; (11) develop with legal counsel of
the Trust an agenda for each board meeting, coordinate the preparation of
customized board reports, including without limitation details of Rule 12b-1
payments, Trust code of ethics compliance and broker commissions, and attend
(either in person or by phone) board meetings and, if requested by the
Trustees, prepare minutes; (12) calculate dividend and capital gains
distributions, each subject to review and approval by the Trust and its
independent accountants; (13) prepare relevant shareholder tax notifications
relating to tax treatment of distributions; (14) periodically compute total
returns and yields in accordance with the requirements of the Securities and
Exchange Commission (the "Commission"); (15) prepare all schedules and provide
assistance as required by the independent accountants of the Trust to ensure an
efficient and cost-effective audit; (16) coordinate the assembly of information
requested by the Commission examiners and be available to assist with or handle
routine Commission examinations or audits; (17) provide office facilities for
examinations or audits; (18) serve as the Trust's contact for data reporting
services; (19) compile comparative industry data for use in connection with
service provider contract approvals and renewals using information from Lipper
Analytical Services, Morningstar or other industry data bases; (20)
periodically analyze fund performance results and sales growth against the
industry using Lipper Analytical Services, Morningstar or other industry data
bases; (21) maintain and/or coordinate with other service providers the
maintenance of the records and other documents related to the services provided
by Sub-Administrator hereunder as required under Rule 31a-1(a) and (b) under
the Act; (22) maintain records to monitor gains and losses from wash sales and
the ongoing impact on the tax basis of investments; (23) with respect to the
Balanced Fund, review the quarterly compliance report of Xxxxxxx Management
Company, and with respect to the Equity Fund, from time to time as the
Sub-Administrator deems appropriate, review compliance by the Equity Fund with
its policies and limitations as set forth in its prospectus and statement of
additional information and report to the board at its quarterly meetings the
results of its review; (24) at the request of Green Century Capital Management
and upon the approval of Sub-Administrator, which approval will not be
unreasonably withheld, generally assist the Trust and the Funds with
administrative matters necessitated by any changes to the Act or any rule or
regulation thereunder, including any new provisions, rules or regulations under
the Act (it being understood that Sub-Administrator shall not be required to
perform any additional services which would require a significant increase in
Sub-Administrator's time and effort hereunder); and (25) provide occasional
guidance with regard to policy structure and other issues relating to the
Funds. The duties of the Sub-Administrator shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against the Sub-Administrator hereunder. Under no circumstances shall
Sub-Administrator act in any capacity for or on behalf of the Domini Social
Index Portfolio (the "Index Portfolio"), or be required to review in any manner
the compliance of the Index Portfolio or any related matter.
(b) Green Century Capital, on its behalf and on behalf of the Trustees and
officers of the Trust, shall cooperate, and shall use its best efforts to
cause its and the Trust's legal counsel, independent accountants, custodian and
transfer agent to cooperate, with the Sub-Administrator and provide the Sub-
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Administrator, upon request, with such information, documents and advice
relating to the Funds and the Trust as is within the possession or knowledge of
such persons, in order to enable the Sub-Administrator to perform its duties
hereunder. In connection with its duties hereunder, the Sub-Administrator shall
be entitled to rely, and shall be held harmless by Green Century Capital when
acting in reliance, upon the instruction, advice, information or any documents
relating to the Funds provided to the Sub-Administrator by an officer or
representative of the Funds, Green Century Capital or any of the aforementioned
persons. The Sub-Administrator shall be entitled to rely on any document which
it reasonably believes to be genuine and to have been signed or presented by
the proper party. Fees charged by such persons shall be an expense of Green
Century Capital. The Sub-Administrator shall not be held to have notice of any
change of authority of any officer, agent, representative or employee of the
Trust or Green Century Capital until receipt of written notice thereof from the
Trust or Green Century Capital, as the case may be.
(c) In compliance with the requirements of Rule 31a-3 under the Act, the
Sub-Administrator hereby agrees that all records which it maintains for the
Trust are the property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the Trust's request. Subject to the terms
of Section 7, the Sub-Administrator further agrees to preserve for the periods
prescribed by Rule 31a-2 under the Act the records described in (a) above which
are maintained by the Sub-Administrator hereunder.
(d) The Trust and Green Century Capital have and retain primary
responsibility for all compliance matters relating to the Funds including but
not limited to compliance with the Act, the Internal Revenue Code of 1986, as
amended, and the policies and limitations of each Fund relating to the
portfolio investments as set forth in the Trust's Registration Statement, as
may be amended from time to time.
3. FEES; DELEGATION; EXPENSES
(a) In consideration of the services rendered pursuant to this Agreement,
Green Century Capital will pay the Sub-Administrator a fee, computed daily and
payable monthly, as provided in Schedule A hereto, plus out-of-pocket expenses.
Out-of-pocket expenses include, but are not limited to, travel, lodging and
meals in connection with travel on behalf of Green Century Capital or the
Trust, programming and related expenses (previously incurred or to be incurred
by Sub-Administrator) in connection with providing electronic transmission of
data between the Sub-Administrator and the Funds' other service providers,
brokers, dealers and depositories, photocopying, postage and overnight delivery
expenses, fees and expenses associated with the electronic filing of Trust
documents to the Commission and other regulators, and expenses associated with
Sub-Administrator's assumption of duties hereunder from other service
providers. Sub-Administrator shall not incur any out-of-pocket expenses to
which it will seek reimbursement hereunder (other than expenses associated with
filings with the Commission and other regulators and blue sky fees and
expenses) which exceed $150 in any calendar month without the prior approval of
Green Century Capital. In the event Sub-Administrator does not receive Green
Century Capital's consent for any expense reasonably believed by
Sub-Administrator to be necessary to fulfill its obligations hereunder,
Sub-Administrator shall be relieved from its obligation to provide the service.
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(b) For the purpose of determining fees payable to the Sub-Administrator,
net asset value shall be computed in accordance with the Trust's Prospectuses
and resolutions of the Trust's Board of Trustees. The fee for the period from
the day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion which such period bears to the
full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should the Trust be
liquidated, merged with or acquired by another fund or investment company, any
accrued fees shall be immediately payable.
(c) Costs and expenses to be incurred in the operation of the Funds,
including, but not limited to: taxes; interest; brokerage fees and
commissions, if any; salaries, fees and expenses of officers and Trustees;
Commission fees and state Blue Sky fees; advisory fees; charges of custodians,
administrators, transfer agents, dividend disbursing and accounting services
agents; security pricing services; insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence; typesetting,
printing and mailing of prospectuses, statements of additional information,
supplements, notices and proxy materials for regulatory purposes and for
distribution to current shareholders; typesetting, printing and mailing and
other costs of shareholder reports; expenses incidental to holding meetings of
the Fund's shareholders and Trustees; and any extraordinary expenses; will be
borne by Green Century Capital or the Funds and shall not be the responsibility
of the Sub-Administrator.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
The Sub-Administrator agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Trust all records
relative to the Funds and prior or present shareholders of the Trust (and
clients of said shareholders), and not to use such records and information for
any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Administrator may be exposed to civil or criminal
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, when subject to governmental or regulatory
audit or investigation, or when so requested by Green Century Capital or the
Trust. Records and information which have become known to the public through no
wrongful act of the Sub-Administrator or any of its employees, agents or
representatives shall not be subject to this paragraph.
5. REPRESENTATIONS
Green Century Capital represents (i) that it is empowered under applicable
laws, its Articles of Incorporation and By-Laws, the Trust's Declaration of
Trust and its By-Laws, the Administrative Services Agreement by and between
Green Century Capital and the Trust, the Trust's Registration Statement and all
other relevant documents and agreements, to enter into and perform this
Agreement, (ii) that all requisite proceedings have been taken by it and the
Trust to authorize it to enter into and
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perform this Agreement, and (iii) that, since its organization, the Trust has
operated, and Green Century Capital will use all reasonable efforts to ensure
the Trust will continue to operate, in all material respects, in compliance
with all applicable laws, rules and regulations.
6. LIMITATION OF LIABILITY
(a) The Sub-Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Green Century Capital or the Funds
in connection with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Furthermore, the
Sub-Administrator shall not be liable for any action taken or omitted to be
taken in reliance upon instructions, advice, information or documents received
by the Sub-Administrator from an officer or representative of the Trust or
Green Century Capital or any of those persons identified in Section 2(b).
(b) Green Century Capital shall indemnify and hold harmless
Sub-Administrator, its employees, agents and officers, from and against any
and all claims, demands, actions and suits, whether groundless or otherwise,
and from and against any and all judgments, liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every nature and character
arising out of or in any way relating to (i) any breach by Green Century
Capital of any representation, warranty or covenant in this Agreement, or (ii)
Sub-Administrator's actions or omissions with respect to the performance of
services under this Agreement, or based, if applicable, upon reliance on
information, records, instructions (oral or written) or documents given or made
to Sub-Administrator by an officer or representative of Green Century Capital
or the Trust or any of the persons specified in Section 2(b); provided that
this indemnification shall not apply to actions or omissions of
Sub-Administrator in cases of its own willful misfeasance, bad faith or gross
negligence, or from the reckless disregard by it of its obligations and duties
under this Agreement and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, Sub-Administrator
shall give Green Century Capital written notice of and reasonable opportunity
to defend against said claim in its own name or in the name of
Sub-Administrator. The indemnity and defense provisions provided hereunder
shall indefinitely survive the termination of this Agreement.
(c) The Sub-Administrator assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its control and not caused by its own
willful misfeasance, bad faith or gross negligence or from the reckless
disregard of its obligations and duties under this Agreement. The
Sub-Administrator will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond the
Sub-Administrator's control.
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7. TERM
(a) This Agreement shall become effective as of the date hereof and shall
continue for a period of one-year from the date hereof, unless sooner
terminated as provided herein. Thereafter, if not terminated as provided
herein, this Agreement shall continue automatically in effect for successive
annual periods.
(b) This Agreement may be terminated at any time with respect to any one
or both Funds without penalty (i) upon mutual consent of the parties, or (ii)
by either party upon not less than ninety (90) days' written notice to the
other party (which notice may be waived by the party entitled to the notice).
The terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed by
the Sub-Administrator and Green Century Capital.
(c) Notwithstanding anything herein to the contrary, upon the termination
of this Agreement or the liquidation of a Fund or the Trust, the
Sub-Administrator shall deliver the records of the Fund(s) and/or Trust as the
case may be to Green Century Capital (or, if the Trust so requests, to the
Trust or agent of the Trust) and thereafter Green Century Capital (or the Trust
or such agent, as the case may be) or its designee shall be solely responsible
for preserving the records for the periods required by all applicable laws,
rules and regulations. In addition, in the event of termination of this
Agreement, or the proposed liquidation or merger of the Trust or a Fund(s), and
the Trust requests the Sub-Administrator to provide services in connection
therewith, the Sub-Administrator shall provide such services and be entitled to
such compensation as the parties may mutually agree.
8. NON-EXCLUSIVITY
The services of the Sub-Administrator rendered to Green Century Capital
are not deemed to be exclusive. The Sub-Administrator may render such services
and any other services to others, including other investment companies. Green
Century Capital recognizes that from time to time directors, officers and
employees of the Sub-Administrator may serve as trustees, directors, officers
and employees of other entities (including other investment companies), that
such other entities may include the name of the Sub-Administrator as part of
their name and that the Sub-Administrator or its affiliates may enter into
investment advisory, administration or other agreements with such other
entities.
9. GOVERNING LAW; INVALIDITY
This Agreement shall be governed by Wisconsin law. To the extent that the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control,
and nothing herein shall be construed in a manner inconsistent with the Act or
any rule or order of the Commission thereunder. Any provision of this
Agreement which may be determined by competent authority to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
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Venue for any action arising hereunder shall be Suffolk County,
Massachusetts until either June 1, 1999 or the combined assets of the Trust
reach $50 million, whichever shall occur first. Thereafter, venue shall be
determined in accordance with where the cause of action arises.
10. NOTICES
Any notice required or to be permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows (or to such other address as may be designated by the recipient by
notice to the other party in accordance herewith): Notice to the
Sub-Administrator shall be sent to Sunstone Financial Group, Inc., 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000, Attention Xxxxxx X. Xxxxxxx,
and notice to Green Century Capital shall be sent to Green Century Capital
Management, Inc., 00 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention:
Xxxxxxxx Xxxxxx, Treasurer and Chief Operating Officer.
11. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
GREEN CENTURY CAPITAL MANAGEMENT, INC.
("Green Century Capital")
By: /s/ Xxxxxxxx Xxxxxx
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Treasurer
SUNSTONE FINANCIAL GROUP, INC.
("Sub-Administrator")
By: /s/ Xxxxxx X. Xxxxxxx
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President
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SCHEDULE A
TO THE
SUB-ADMINISTRATION AGREEMENT
MINIMUM
NAME OF FUND AVERAGE NET ASSETS ANNUAL FEES ANNUAL FEE
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Green Century Balanced Fund Up to $50 Million 17.5 basis points $35,000 Year 1
$50 Million to $100 Million 10.5 basis points $40,000 Year 2
$100 Million to $150 Million 7.5 basis points $50,000 Year 3
Over $150 Million 5.0 basis points
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Green Century Equity Fund Up to $50 Million 17.5 basis points $35,000 Year 1
$50 Million to $100 Million 10.5 basis points $40,000 Year 2
$100 Million to $150 Million 7.5 basis points $50,000 Year 3
Over $150 Million 5.0 basis points
The minimum annual fee is subject to an automatic annual escalation of 6% after
year three. Fees shall be paid for each Fund at a rate that would aggregate at
least the applicable minimum fee for each Fund. Sunstone will notify the Trust
of each such escalation but no amendment of this Schedule A shall be required.
Green Century Capital shall also pay/reimburse the Sub-Administrator's
out-of-pocket expenses as provided in the Agreement. The foregoing fee schedule
assumes a single class of shares for each Fund. Any additional services
requested by Green Century Capital and agreed to by the parties beyond those
specified in the Agreement will be subject to additional fees.
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