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 UMB Fund Services, 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) 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-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.
(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 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.
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.
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 UMB Fund Services, Inc., 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxx X, 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:
-----------------------------------------
Treasurer
UMB FUND SERVICES, INC.
("Sub-Administrator")
By:
-----------------------------------------
President
SCHEDULE A
TO THE
SUB-ADMINISTRATION AGREEMENT
MINIMUM
ANNUAL
NAME OF FUND AVERAGE NET ASSETS ANNUAL FEES 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
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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. The Sub-Administrator 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.
