EX-99.H
AMENDMENT TO TRANSFER AGENT AGREEMENT
This Amendment to Transfer Agent Agreement (this "Amendment") is made and
entered into as of October 1, 2003, by and between Green Century Funds (the
"Trust"), a business trust duly organized and existing under the laws of the
Commonwealth of Massachusetts, Green Century Capital Management, Inc. ("GCCM"),
a corporation organized and under the laws of the Commonwealth of Massachusetts,
and Unified Fund Services, Inc., a Delaware corporation ("Unified"), and amends
that certain Transfer Agent Agreement by and between the Trust, GCCM and
Unified, dated September 10, 1998 (the "Agreement") as subsequently amended by
addendums dated August 1, 1999 and March 1, 2000.
WHEREAS, Unified, the Trust and GCCM have entered the Agreement; and
WHEREAS, the Agreement contemplates that Unified shall perform such
additional services as are mutually agreed upon and provided in an amendment to
the Agreement or its schedules, in consideration of such fees as the parties may
agree upon; and
WHEREAS, the Trust has adopted Anti-Money Laundering Policies and
Procedures which include a customer identification program (the "Trust AML
Program"); and
WHEREAS, the Trust has reviewed the Unified AML Program (as defined below)
and has determined to delegate to Unified the implementation and operation of
the Trust AML Program to the extent that such services are provided by Unified
to its mutual fund clients under the Unified AML Program; and
WHEREAS, Unified is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in the Agreement and this
Amendment;
NOW THEREFORE, in consideration of the covenants herein contained, the
Trust, GCCM and Unified hereby agree as follows:
Unified AML Program Services, as described on Schedule B to this
Amendment. Unified formulates, maintains and uniformly administers
policies and procedures (as amended from time to time, the "Unified AML
Program") that are reasonably designed to ensure compliance by mutual
funds with the USA Patriot Act of 2002, the Bank Secrecy Act of 1970, the
Customer Identification Program rules jointly adopted by the SEC and U.S.
Treasury Department, and other applicable regulations adopted thereunder
(collectively, the "Applicable AML Laws"). Unified has provided the Trust
with a copy of the Unified AML Program documents, and will provide the
Trust with all amendments thereto. The Trust hereby delegates to Unified
the implementation and operation of the Trust AML Program to the extent
that Unified provides such services to its mutual fund clients under the
Unified AML Program, including, without limitation, those anti-money
laundering and other services that are summarized on Schedule B to this
Agreement, in each case with regard to those shareholder accounts
maintained by Unified pursuant to this Agreement. Unified accepts the
foregoing delegation and agrees to perform the duties summarized on
Schedule B in accordance with the Unified AML Program. The Trust
acknowledges and agrees that, notwithstanding such delegation, the Trust
maintains full responsibility for ensuring its compliance with Applicable
AML Laws and, therefore, must monitor the operation and assess the
effectiveness of the Trust's AML Program, including the services provided
by Unified pursuant to this Agreement.
2. The Schedules to the Agreement are hereby amended by appending a new
Schedule B thereto as follows:
SCHEDULE B
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to
Transfer Agent Agreement
General Description of the Unified AML Program Services
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The following is a general description of the Unified AML Program services
Unified shall provide to the Trust. The following is a summary only.
Unified has provided the Trust with a copy of the Unified AML Program and
agrees to provide the Trust with the services outlined therein.
I. General Description
A. Customer Identification. Verify shareholder identity upon opening
new accounts, consistent with the Unified AML Program, and perform such
other checks and verifications as are specified in Unified's Customer
Identification Program (which is a component of the Unified AML Program).
B. Purchase Transactions. Unified shall reject and return to sender any
and all checks, deposits, and other deliveries of cash or property that do
not comply with the Unified AML Program, subject to the provisions of any
additional agreement among the Trust, GCCM and Unified regarding special
liability checks and other remittances.
C. Monitoring and Reporting. Monitoring shareholder transactions and
identifying and reporting suspicious activities that are required to be so
identified and reported, including suspicious activity reports or Form
8300 reports, and provide other reports of shareholder activity to the
Securities and Exchange Commission, the U.S. Treasury Department, the
Internal Revenue Service, and other appropriate authorities, in each case
consistent with the Unified AML Program.
D. Frozen Accounts. Unified shall place holds on transactions in
shareholder accounts or freeze assets in shareholder accounts as provided
for in the Unified AML Program.
E. Maintenance of Records. Maintain all records or other documentation
related to shareholder accounts and transactions therein that are required
to be prepared and maintained pursuant to the Unified AML Program, and
make the same available for inspection by (1) the Trust and GCCM, (2) any
auditor of the Trust, (3) regulatory or law enforcement authorities, and
(4) those other persons specified in the Unified AML Program.
F. Other Services. Unified shall apply all other policies and
procedures of the Unified AML Program to the Trust.
G. Maintenance of the Unified AML Program. Unified shall maintain and
modify the Unified AML Program from time to time to ensure that it remains
reasonably designed to ensure compliance with the Applicable AML Laws.
Upon request by the Trust or GCCM, Unified shall make available its
compliance personnel to the Trust and GCCM and the Trust's and GCCM's
counsel to discuss amendments to the Unified AML Program that the Trust or
GCCM or counsel believes are necessary to keep such program in compliance
with Applicable AML Laws. Changes to Unified's AML Program shall be
implemented at Unified's sole discretion. Special procedures may be
implemented for an additional fee to be agreed upon. The Trust may cancel
its participation in the Unified AML Program at any time, and no further
fees to Unified in respect of such program shall accrue after the date of
cancellation.
H. Annual Certification. On an annual basis during the term of this
Agreement, Unified will certify to the Trust's Board of Trustees that it
has implemented the Unified AML Program and that it will continue to
perform the specific requirements of the Unified AML Program in accordance
with the terms of this Agreement.
3. Unified shall begin providing Unified AML Program services on or before
October 1, 2003. Upon commencement of such services, all prior agreements
between the parties in respect of services pertaining to Applicable AML Laws
shall terminate and cease to be of any further force or effect. This paragraph
shall survive any termination of this Amendment.
4. The annual fee payable to Unified for application of the Unified AML
Program procedures to the Trust shall be $3.00 per non-exempt (as stated in
Section 326 of the USA Patriot Act) shareholder account. The fee shall become
due and payable upon submission by Unified of the account information to the
vendor Unified uses to verify customer information, and shall be billed to and
paid by GCCM in accordance with the terms of the Agreement. The parties
anticipate that the fee for calendar 2003 shall become due and payable in
December 2003 for all non-exempt accounts, and annually thereafter. Furthermore,
the parties agree that all new non-exempt shareholder accounts will be submitted
to vendor and charged accordingly as and when new accounts are added.
IN WITNESS HEREOF, the undersigned have executed this Amendment as of the date
and year first above written.
UNIFIED FUND SERVICES, INC.
By:
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Name
Title
GREEN CENTURY FUNDS
By:
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Name: Xxxxxxxx Xxxxxx
Title: Treasurer
GREEN CENTURY CAPITAL MANAGEMENT, INC.
By:
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Name: Xxxxxxxx Xxxxxx
Title: Treasurer
