INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated as of November 28, 2006, by and among
GREEN CENTURY CAPITAL MANAGEMENT, INC., a Massachusetts corporation having its
principal place of business in Boston, Massachusetts (the "Adviser"), and GREEN
CENTURY FUNDS, a Massachusetts business trust created pursuant to a Declaration
of Trust dated as of July 1, 1991, as amended from time to time (the "Trust")
on behalf of the Green Century Equity Fund.
WHEREAS, the Trust has been organized to operate as an open-end diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the shares of beneficial interest (par value $0.01 per share) of
the Trust are divided into two separate series, Green Century Balanced Fund
(the "Balanced Fund") and Green Century Equity Fund (the "Equity Fund") (each,
along with any series which may in the future be established, a "Series"); and
WHEREAS, the Trust on behalf of the Equity Fund desires to avail itself of
the services, information, advice, assistance and facilities of an investment
adviser and to have an investment adviser perform for it various investment
advisory and research services and other management services; and
WHEREAS, the Adviser has been organized to operate as an investment adviser
registered under the Investment Advisers Act of 1940, as amended, and desires
to provide investment advisory services to the Trust on behalf of the Equity
Fund;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set
forth, it is agreed as follows:
1. Employment of the Adviser. The Trust hereby employs the Adviser to manage
the investment and reinvestment of the assets of the Equity Fund subject to the
control and direction of the Trust's Board of Trustees, for the period and on
the terms hereinafter set forth. The Adviser hereby accepts such employment and
agrees during such period to render the services and to assume the obligations
herein set forth for the compensation herein provided. The Adviser shall for
all purposes herein be deemed to be an independent contractor and shall, except
as expressly provided or authorized (whether herein or otherwise), have no
authority to act for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
2. Obligations of and Services to be Provided by the Adviser. In providing
the services and assuming the obligations set forth herein, the Adviser may, at
its expense, employ one or more subadvisers. References herein to the Adviser
shall include any subadviser employed by the Adviser. Any agreement between the
Adviser and a subadviser shall be subject to the renewal, termination and
amendment provisions of paragraph 9 hereof. The Adviser undertakes to provide
the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the assets
of the Equity Fund, subject to and in accordance with the investment
objectives and policies of the Equity Fund and any directions which
the Trust's Board of Trustees may issue from time to time. In
pursuance of the foregoing, the Adviser shall make all determinations
with respect to the investment of the assets of the Equity Fund and
the purchase and sale of portfolio securities and shall take such
steps as may be
necessary to implement the same. Such determination and services shall
also include determining the manner in which voting rights, rights to
consent to corporate action and any other rights pertaining to the
portfolio securities shall be exercised. The Adviser shall render
regular reports to the Trust's Board of Trustees concerning the
Trust's investment activities.
b. The Adviser shall, in the name of the Equity Fund, place orders for
the execution of the Equity Fund's portfolio transactions in
accordance with the policies with respect thereto set forth in the
Trust's registration statements under the 1940 Act and the Securities
Act of 1933, as such registration statements may be amended from time
to time. In connection with the placement of orders for the execution
of the Equity Fund's portfolio transactions, the Adviser shall create
and maintain all necessary brokerage records of the Trust in
accordance with all applicable laws, rules and regulations, including
but not limited to records required by Section 31(a) of the 1940 Act.
All records shall be the property of the Trust and shall be available
for inspection and use by the Securities and Exchange Commission (the
"SEC"), the Trust or any person retained by the Trust. Where
applicable, such records shall be maintained by the Adviser for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall bear its expenses of providing services to the Trust
pursuant to this Agreement except such expenses as are undertaken by
the Trust. In addition, the Adviser shall pay the salaries and fees,
if any, of all Trustees, executive officers and employees of the Trust
who are affiliated persons, as defined in Section 2(a)(3) of the 1940
Act, of the Adviser.
3. Compensation of Adviser.
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 Equity Fund equal on an annual basis to 0.25% of the
average daily net assets of the Equity Fund up to but not including
$100 million, 0.22% of the average daily net assets of the Equity Fund
from and including $100 million up to but not including $500 million,
0.17% of the average daily net assets of the Equity Fund from and
including $500 million up to but not including $1 billion, and 0.12%
of the average daily net assets of the Equity Fund equal to or in
excess of $1 billion. 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 Equity Fund's net assets shall be computed
by the same method as the Trust uses to compute the value of the
Equity Fund's net assets in connection with the determination of net
asset value of the Equity Fund's shares.
b. The Adviser reserves the right to waive all or part of its fee.
4. Activities of the Adviser. The services of the Adviser to the Trust
hereunder are not to be deemed exclusive, and the Adviser shall be free to
render similar services to others. It is understood that the Trustees and
officers of the Trust are or may become interested in the Adviser as
stockholders, officers or otherwise, and that stockholders and officers of the
Adviser are or may become similarly
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interested in the Trust, and that the Adviser may become interested in the
Trust as a shareholder or otherwise.
5. Use of Names. The Trust shall not use the name of the Adviser in any
prospectus, sales literature or other material relating to the Trust in any
manner not approved prior thereto by the Adviser; provided, however, that the
Adviser shall approve all uses of its name which merely refer in accurate terms
to its appointment hereunder or which are required by the SEC or a state
securities commission; and provided further, that in no event shall such
approval be unreasonably withheld. The Adviser shall not use the name of the
Trust in any material relating to the Adviser in any manner not approved prior
thereto by the Trust; provided, however, that the Trust shall approve all uses
of its name which merely refer in accurate terms to the appointment of the
Adviser hereunder or which are required by the SEC or a state securities
commission; and, provided further, that in no event shall such approval be
unreasonably withheld.
The Trustees of the Trust acknowledge that, in consideration of the
Adviser's assumption of certain organization and ongoing expenses of the Trust,
the Adviser has reserved for itself the right to the names "Green Century
Funds", "Green Century Money Market Fund", "Green Century Equity Fund" and
"Green Century Balanced Fund" (or any similar names) and that use by the Trust
of such names shall continue only with the continuing consent of the Adviser,
which consent may be withdrawn at any time, effective immediately, upon written
notice thereof to the Trust.
6. Limitation of Liability of the Adviser. Absent willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Trust or to any shareholder of the Equity Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security. As used in this Section 6, the term "Adviser" shall include Green
Century Capital Management, Inc. and/or any of its affiliates and the
Directors, officers and employees of Green Century Capital Management, Inc.
and/or of its affiliates.
7. Limitation of Trust's Liability. The Adviser acknowledges that it has
received notice of and accepts the limitations upon the Trust's liability set
forth in its Declaration of Trust. The Adviser agrees that the Trust's
obligations hereunder in any case shall be limited to the Trust and to its
assets and that the Adviser shall not seek satisfaction of any such obligation
from the shareholders of the Equity Fund nor from any Trustee, officer,
employee or agent of the Trust.
8. Force Majeure. The Adviser shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrections, war, riot, or
failure of communication or power supply. In the event of equipment breakdowns
beyond its control, the Adviser shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
9. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, for a period of two
years from the date hereof and indefinitely thereafter, if its continuance
after such two-year period shall be specifically approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Equity Fund or by vote of a majority of the Trust's Board of Trustees; and
further provided that such continuance is also approved annually by the vote of
a majority of the Trustees who are not parties to this Agreement or interested
persons of the Adviser, cast in person at a meeting called for the purpose of
voting on such approval. If such approval is not obtained, this Agreement shall
terminate on the date which is 15 months from the last such approval. This
Agreement may be terminated at any time, without payment of any penalty, by the
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Trust's Board of Trustees or by a vote of the majority of the outstanding
voting securities of the Equity Fund upon 60 days' prior written notice to the
Adviser and by the Adviser upon 60 days' prior written notice to the Trust.
This agreement may be amended at any time by the parties hereto, subject to
approval by the Trust's Board of Trustees and, if required by applicable SEC
rules and regulations, a vote of the majority of the outstanding voting
securities of the Equity Fund. This Agreement shall terminate automatically in
the event of its assignment. The terms "assignment" and "majority of the
outstanding voting securities" shall have the meaning set forth for such terms
in the 1940 Act.
10. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
11. Miscellaneous. Each party agrees to perform such further actions and
execute such further documents as are necessary to effectuate the purposes
hereof. The Agreement shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
Pursuant to the Trust's Declaration of Trust, dated as of July 1, 1991, and as
amended, the obligations of this Agreement are not binding upon any of the
Trustees or shareholders of the Trust individually, but bind only the Trust
estate.
GREEN CENTURY FUNDS, ON BEHALF OF THE GREEN
CENTURY EQUITY FUND
BY
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Xxxxxxxx X. Xxxxxx
President
GREEN CENTURY CAPITAL MANAGEMENT, INC.
BY
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Xxxxx Xxxxxxxxx
President
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