UMB DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000-0000
DEALER AGREEMENT FOR THE SALE OF SHARES
OF THE GREEN CENTURY FUNDS
Gentlemen:
UMB Distribution Services, LLC (the "Distributor") has entered into a
Distribution Agreement with the Green Century Funds (the "Trust"), a business
trust registered as a management investment company under the Investment Company
Act of 1940 (the "1940 Act"), in connection with its two separate series,
presently the Green Century Equity Fund (the "Equity Fund") and the Green
Century Balanced Fund (the "Balanced Fund") and such other series as may be
added to the Trust in the future (collectively the "Funds"), pursuant to which
we have been appointed distributor of shares of the Funds (the "Shares"). Shares
of the Funds will be offered to you, acting as principal and not as a broker or
agent for, or employee of, us or any of the Funds, upon the following terms and
conditions. You will not be paid any 12b-1 fees or allowed any discount from the
public offering price of Shares for services provided herein.
You are to offer and sell Shares of the Funds only at the regular public
offering price currently determined by each Fund in the manner described in its
Prospectus. You will not offer or sell any of the Shares except under
circumstances that will result in compliance with the applicable federal and
state securities laws, and in connection with sales and offers to sell Shares of
any Fund, you will furnish to each person to whom any such sale or offer is made
a copy of the Prospectus, including any supplement thereto, of that Fund. You
will use your best efforts in the development and promotion of sales of Shares
and agree to be responsible for the proper instruction and training of all sales
personnel employed by you in accordance with all requirements and guidelines of
the National Association of Securities Dealers, Inc. (the "NASD"), in order that
the Shares will be offered and sold in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations including, but
not limited to, the Conduct Rules of the NASD, as interpreted by the NASD in
published notices to member firms.
1. In our discretion, including to assure that money from the purchase of the
Shares being redeemed has been received and collected, payment may be withheld
with respect to the Shares purchased by you and redeemed or repurchased by the
Funds within seven (7) business days after the date of the confirmation of such
purchase.
2. You shall furnish us and the Funds with such information as shall reasonably
be requested either by the Trustees of the Funds or by us with respect to the
services provided pursuant to this Agreement, including but not limited to blue
sky sales reports.
3. Orders shall be placed either directly with the Funds' Transfer Agent in
accordance with such procedures as may be established by us or the Transfer
Agent, or with the Transfer Agent through the facilities of the National
Securities Clearing Corporation ("NSCC"), if available, in accordance with the
rules of the NSCC. In addition, all orders are subject to acceptance or
rejection by the Distributor or the relevant Fund in the sole discretion of
either. In addition to the right to reject any order, the Distributor and the
Trust have reserved the right, each in accordance with its own discretion,
without notice, to suspend sales of Shares of any Fund, or to withdraw the
offering of Shares of any Fund entirely. Purchase orders shall be subject to
receipt by the Trust's Transfer Agent of all required documents in proper form
and to the minimum initial and subsequent purchase requirements set forth in the
Registration Statement.
4. Settlement of transactions shall be in accordance with such procedures as may
be established by us, the Transfer Agent or, if applicable, the rules of the
NSCC. If payment is not so received, we and the Funds reserve the right
forthwith to cancel the sale, or at the option of us or the Funds to sell the
Shares at the then prevailing net asset value, which in either case you agree to
be responsible for any loss resulting to the Funds and/or to us from your
failure to make payments as aforesaid.
5. For all purposes of this Agreement you will be deemed to be an independent
contractor and neither you nor any of your employees or agents shall have any
authority to act in any matter or in any respect as agent for the Funds or for
the Distributor. Neither you nor any of your employees or agents are authorized
to make any representation concerning shares of the Funds except those contained
in the then current Prospectus for the Funds or other materials prepared and
authorized for use by the Funds. By your written acceptance of this Agreement,
you agree to and do release, indemnify and hold us, the Funds and Green Century
Capital Management, Inc., the Funds' administrator, harmless from and against
any and all liabilities, losses, claims, demands, charges, costs and expenses
(including reasonable attorneys fees) resulting from requests, directions,
actions or inactions of or by you or your officers, employees or agents for the
purchase, redemption, transfer or registration of Shares of the Funds (or orders
relating to the same) by you or your clients, or from your breach of any of the
terms of this agreement. Notwithstanding anything herein to the contrary, the
foregoing indemnity and hold harmless agreement shall indefinitely survive the
termination of this Agreement.
6. We may enter into other similar agreements with any other person without your
consent.
7. You represent that you are a member in good standing of the NASD and agree to
maintain membership in the NASD. You agree to abide by all the rules and
regulations of the Securities and Exchange Commission and the NASD which are
binding upon underwriters and dealers in the distribution of the securities of
open-end investment companies, including without limitation, Section 2830 of the
NASD Conduct Rules, all of which are incorporated herein as if set forth in
full. You shall comply with all applicable laws including state and Federal laws
and the rules and regulations of authorized regulatory agencies. You will not
sell or offer for sale Shares of any Fund in any state or jurisdiction where (i)
you are not qualified to act as a dealer or (ii) the Shares are not qualified
for sale, including under the Blue Sky laws and regulations for such state,
except for jurisdictions in which they are exempt from qualification. You agree
to notify
us immediately if your license or registration to act as a broker-dealer
is revoked or suspended by any Federal, self-regulatory or state
agency. We do not assume any responsibility in connection with your registration
under the laws of the various states or jurisdictions or under federal law or
your qualification under any applicable law or regulation to offer or sell
shares.
8. You agree to maintain all records required by law relating to transactions
involving the Shares, and upon the request of us, or the Trust, promptly make
such of these records available to us or the Trust's administrator as are
requested. In addition you hereby agree to establish appropriate procedures and
reporting forms and/or mechanisms and schedules in conjunction with us and the
Trust's administrator, to enable the Trust to identify the location, type of,
and sales to all accounts opened and maintained by your customers or by you on
behalf of your customers.
You are hereby authorized to tender Shares to the applicable Fund for
repurchase. However, neither Fund will accept any conditional order for the
repurchase of Shares.
The Distributor is not responsible for qualifying any Fund in any jurisdiction
or for the issuance, form, validity, enforceability or value of the Shares.
You shall not, as principal, purchase any Shares of any Fund from a record owner
at a price lower than the net asset value next determined for Shares of that
Fund. You shall, however, be permitted to sell any Shares of any Fund for the
account of a record owner or to the Trust at the net asset value next determined
for Shares of that Fund, and to the extent permitted by applicable law may
charge the record owner a reasonable fee for handling the transaction provided
you disclose to such record owner that direct redemption of such Shares can be
accomplished by the record owner without incurring such charges.
9. This Agreement may be terminated with respect to any Fund at any time without
payment of any penalty, upon notice to the other party, by the Distributor. You
agree (notwithstanding the provisions of the proceeding sentence) that this
Agreement shall automatically terminate without notice upon your: (a) filing of
a petition in bankruptcy or a petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future bankruptcy, reorganization, insolvency or similar statute, law
or regulation; or (b) seeking the appointment of any trustee, conservator,
receiver, custodian or liquidator for you or for all or substantially all of
your properties. Likewise, you agree that: (w) if a proceeding is commenced
against you seeking relief or an appointment of a type described in the
immediate sentence; or (x) if a trustee, conservator, receiver, custodian or
liquidator is appointed for you or for all or substantially all of your
properties; or (y) if an application for a protective decree under the
provisions of the Securities Investor Protection Act of 1970 shall have been
filed against you; or (z) if you are a registered broker-dealer and (i) the
Securities and Exchange Commission (the "SEC") shall revoke or suspend your
registration as a broker-dealer, (ii) any national securities exchange or
national securities association, including the NASD, shall revoke or suspend
your membership, or (iii) under any applicable net capital rule of the SEC or of
any national securities exchange, your aggregate indebtedness shall exceed
1,000% of your net capital, this Agreement shall automatically terminate. You
agree that you will immediately advise us of any such proceeding, appointment,
application, revocation, suspension or level of
indebtedness. We may in our sole discretion modify or amend this Agreement upon
written notice to you of such modification or amendment, which shall be
effective on the date stated in such notice.
10. This Agreement shall become effective upon acceptance and execution by us.
All communications to us should be sent to the address shown on the first page
of this Agreement. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
11. You hereby certify that you are in compliance and will continue to comply
with all applicable anti-money laundering laws, regulations, rules and
government guidance and have in place a comprehensive anti-money laundering
compliance program that includes: internal policies, procedures and controls for
complying with the USA PATRIOT Act (including a Customer Identification
Program), a designated compliance officer, an ongoing training program for
appropriate employees and an independent audit function. You also certify that
you are in compliance and will continue to comply with the economic sanctions
programs administered by the U.S. Treasury Department's Office of Foreign Asset
Control ("OFAC") and have an OFAC compliance program in place that satisfies all
applicable laws and regulations. You acknowledge that, because the Distributor
will not have access to detailed information about your customers who purchase
Shares, you will assume responsibility for compliance with the foregoing laws
and regulations in regard to such customers. You hereby agree to notify the
Distributor promptly whenever, (i) pursuant to the provisions of your programs,
indications of suspicious activity or OFAC matches are detected in connection
with the purchase, sale or exchange of Shares; or (ii) you receive any reports
from any regulator(s) pertaining to your compliance with the foregoing laws or
regulations in connection with your customers.
12. This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, excluding the laws on conflicts of laws.
UMB Distribution Services, LLC
--------------------------------- 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Name of Dealer (Please Print or Type)* Xxxxxxxxx, Xxxxxxxxx 00000-0000
---------------------------------
Address of Dealer
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By: By:
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Authorized Officer Authorized Officer
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Print Name Print Name
Date: Date:
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Phone:
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Dealer Contact Name:
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Dealer Contact Telephone Number:
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Dealer Clearing Number:
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*NOTE: Please sign and return both copies of this Agreement to UMB
Distribution Services, LLC, Attention: Xxxxx Xxxxxxxxxx. Upon
acceptance, one countersigned copy will be returned to you for your
files.
