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EXHIBIT-99.B9(b)
TRANSFER AGENT AGREEMENT
This Agreement is made this the tenth day of September, 1998 to be
effective as of November 13, 1998, by and between Green Century Funds (the
"Trust"), an open-end investment company duly organized and existing under the
laws of the Commonwealth of Massachusetts, Green Century Capital Management,
Inc. a corporation organized under the laws of the Commonwealth of Massachusetts
("GCCM"), and Unified Fund Services, Inc. (the "Transfer Agent"), which is a
duly-registered transfer agent. The Transfer Agent is duly organized and
existing under the laws of the State of Indiana.
ARTIClE I.
SECTION 1. The Trust hereby appoints the Transfer Agent as its
Transfer, Registrar, Redemption and Dividend Disbursing Agent, and the Transfer
Agent accepts such appointments and agrees to act in such capacities upon the
terms set forth in this Agreement.
SECTION 2. The Transfer Agent agrees to comply with all relevant
provisions of the Investment Company Act of 1940 (the "Act"), the Internal
Revenue Code, other applicable laws and all applicable rules and regulations
thereunder.
SECTION 3. If the Trust is a series company for purposes of Rule 18f-2
under the Act, the term "Trust" as used in this Agreement and Fee Schedule shall
be deemed to refer to each such series as a separate portfolio unless the
context otherwise requires. In performing its functions hereunder, the Transfer
Agent shall in all cases comply with the procedures and conditions set forth in
the Trust's then current Prospectus and Statement of Additional Information
("SAI"), as provided to the Transfer Agent by the Trust. To the extent that any
changes are made to the Prospectus or SAI which cover procedures and duties of
the Transfer Agent, agreement as to such matters must be reached between the
Transfer Agent and the Trust 30 days prior to the effectiveness of such changes
to the Prospectus or the SAI.
ARTICLE II. ISSUANCE OF SHARES
SECTION 1. The Transfer Agent shall make original issues of shares of
the Trust ("Shares") in accordance with Sections 3 and 4 below and with the
Trust's then currently effective Prospectus, SAI and account registration forms
upon being furnished with (i) a certified copy of a resolution or resolutions of
the Board of Trustees of the Trust authorizing such issue and (ii) necessary
funds for the payment of any original issue tax applicable to such additional
Shares.
The Transfer Agent will maintain mutual fund account records in the
usual form in which, among other details, it will note the issuance, transfer
and redemption of Shares. The Transfer Agent will keep account records, in
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which it will note the names and registered addresses of Shareholders of the
Trust ("Shareholders") and the number of full and fractional Shares owned by
them.
SECTION 2. In case of any request or demand for the inspection of the
share records of the Trust, the Transfer Agent shall notify the Trust and secure
instructions as to permitting or refusing such inspection. However, the Transfer
Agent may exhibit such records to any person in any case where it is advised by
its counsel that it may be held liable for failure to do so, unless indemnified
against such liability by the Trust.
SECTION 3. For the purposes of this Section, the Trust hereby instructs
the Transfer Agent to consider Shareholder payments as available for investment
in accordance with the policies and procedures set forth in the Trust's then
current Prospectus and SAI. Immediately after the time or times and on each day
on which the Trust's then current Prospectus or SAI states that its net asset
value per share shall be determined, the Transfer Agent shall obtain from the
Trust or its designated agent a quotation of the net asset value per share
determined as of such time on such day. The Transfer Agent reserves the right to
charge GCCM and GCCM agrees to pay, within a reasonable time, the reasonable
costs of making corrections to Shareholder records if it is later determined
that the Trust or its agent(s) supplied an inaccurate net asset value.
The Transfer Agent shall, on the same business day on which any order
for the purchase of Shares is received and utilizing the net asset value per
share next determined after the receipt of such order, determine the amount to
be invested and the number of Shares and fractional Shares (rounded to three
decimal places) to be purchased. The Transfer Agent shall thereupon as agent for
the Shareholders place a purchase order with the Trust for the proper number of
Shares and fractional Shares to be purchased and confirm such number to the
Trust in writing. The Transfer Agent shall total the amount available for
investment in Shares at the net asset value determined by the Trust or its
designated agent at each Trust pricing time.
The Transfer Agent shall pay over to the Custodian authorized pursuant
to the Declaration of Trust of the Trust (the "Custodian Bank") the net asset
value of Shares and fractional Shares purchased immediately upon receipt of the
consideration therefor.
In the event that any check or other order for the payment of money is
returned unpaid for any reason, the Transfer Agent shall give prompt
notification to the Trust of the non-payment of said check and take such action
as the Trust may authorize.
Any profit on the liquidation of unpaid Shares accrues to the Trust. In
the event of a loss upon the liquidation of unpaid shares, other than as a
result of an error or mistake of the Transfer Agent, the Transfer Agent will
charge the purchaser's account for the amount of such loss. If the loss can't be
recovered from the Shareholder, the Trust will be liable for the loss and the
loss or gain will be netted on the books of the Trust and settled daily, except
for such
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amounts which are de minimis which will be settled monthly. If the loss
is a result of an error or mistake of the Transfer Agent the Transfer Agent will
be responsible for making prompt payment to the Trust.
SECTION 4. The Transfer Agent, in making the calculations provided for
in Section 3, of this Article II shall rely on its record of available
investment funds. The proper number of Shares and fractional Shares shall then
be issued daily and credited by the Transfer Agent to the Shareholder accounts.
Under normal circumstances, the Transfer Agent shall furnish each Shareholder
with a confirmation of each purchase of Trust Shares on the next business day
following each purchase.
The Trust agrees to provide the Transfer Agent with an adequate supply
of its Prospectus, as in effect from time to time, to fulfill its obligations
under this Section.
The Transfer Agent shall provide the Trust with the total number of
shares issued by the Trust each day.
ARTICLE III. REDEMPTIONS
SECTION 1. The Transfer Agent shall process, in accordance with the
Trust's Prospectus, SAI and account registration forms, all requests from
Shareholders to redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payments or the like and advise the
Trust, on the same business day that the request for redemption was received, of
the total number of Shares and fractional Shares (rounded to three decimal
places) to be redeemed. The Trust or its designated agent shall then quote to
the Transfer Agent the applicable net asset value; whereupon the Transfer Agent
shall furnish the Trust with an appropriate confirmation of the redemption and
process the redemption, at the net asset value per share next computed after
receipt of the order for redemption, by filing with the Custodian Bank an
appropriate statement and making the proper distribution and application of the
redemption proceeds in accordance with the Trust's Prospectus or SAI. The stock
registry books recording outstanding Shares and the individual account of the
Shareholder shall be properly debited. Under normal circumstances, the Transfer
Agent shall mail to each Shareholder a confirmation of each redemption with a
copy to an interested person if requested on the next business day following
each redemption. Such confirmation shall among other details show the prior
Share balance, the new Share balance and total dollar value thereof, the amount
redeemed and the price received for the redeemed Shares.
SECTION 2. The proceeds of a redemption shall be remitted by the
Transfer Agent, in each case by check or other instrument drawn against funds
held by the Trust in the Custodian Bank, in accordance with the Trust's then
currently effective Prospectus, SAI or account registration forms.
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ARTICLE IV. DIVIDENDS
SECTION 1. Upon the declaration of each dividend and each capital gains
distribution by the Trust, the Trust shall notify the Transfer Agent by written
instructions no later than the ex-dividend date of such declaration, the amount
payable per share, the sources from which such dividend or distribution is made,
and, unless such dividend is a regular daily or monthly dividend payable by a
money market or other fund, the record date for determining the Shareholders
entitled to payment. The Transfer Agent shall withhold such sums as may be
required to be withheld under applicable income tax laws, rules and regulations.
SECTION 2. Upon the payment date of a dividend or distribution declared
by the Trust, the Trust or its agent will cause the Custodian Bank to transfer
to the disbursement account maintained by the Custodian Bank in the name of the
Trust the total amount of such dividends or distributions payable in cash to
those Shareholders electing to receive such dividends or distributions in cash.
On payment date, the Transfer Agent shall prepare a check in the appropriate
amount and mail it, under normal circumstances, not later than the next business
day after the payment date to such Shareholder at his address of record or to
such other address as the Shareholder may have designated. If provided in the
Prospectus, at the Shareholder's option, payment may be made via Automated
Clearing House transfer to a bank account specified by the Shareholder in
writing.
With regard to Shareholders not electing to receive such dividends or
distributions in cash, the Transfer Agent will automatically reinvest all
dividends and other such distributions in additional Shares at the net asset
value per Share on payment date. When instructed by the Trust, the Transfer
Agent will promptly mail to each Shareholder at his address of record or such
other address as the Shareholder may have designated a statement showing the
number of full and fractional Shares (rounded to three decimal places) currently
owned by the Shareholder and the net asset value of the Shares so credited to
the Shareholder's account.
The Transfer Agent's dividend statement shall meet the requirements of
the Act and Rule 19a-1 thereunder for notification as to the source(s) of
dividend payment(s).
ARTICLE V. GENERAL PROVISIONS
SECTION 1. The Transfer Agent will furnish money market, equity or bond
fund account confirmations with each transaction and quarterly account
confirmation statements as of March 31, June 30, September 30 and December 31 of
each year which include a listing of all transactions in the account during the
calendar year to date, plus income tax reporting information. The Transfer Agent
will provide to the Shareholders 24-hour account balance and transaction history
data and consolidated statements.
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SECTION 2. The Transfer Agent shall report daily the sales and
redemptions in each state in a manner suitable for state "blue-sky" reporting by
the Trust and will not accept any purchase order in excess of the amount
available for sale as provided by the Trust or its agent. The Transfer Agent has
no further responsibility as to controlling sales of Shares of the Trust or
maintaining the various registrations required under state "blue sky" laws and
regulations. The Trust is responsible for updating the system and halting Share
sales in all states where the Trust's registration is not effective. Maintaining
current registration information on-line is the responsibility of the Trust, or
its designated agent.
SECTION 3. The Transfer Agent shall maintain records (which may be part
of the stock transfer records) in connection with the issuance and redemption of
Shares and dividend reinvestments, in which will be noted the transactions
effected for each Shareholder and the number of Shares and fractional Shares
(rounded to three decimal places) owned by each. The Transfer Agent shall create
and maintain all necessary records including, but not limited, to records
required by Section 31(a) of the Act and Section 17(A) of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. The Transfer Agent agrees to make available upon request and to
preserve for the periods prescribed in Section 31(a) under the Act and Section
17(A) of the Securities and Exchange Act of 1934, as amended, and the rules and
regulations thereunder, any records relating to services provided under this
Agreement or maintained by it on behalf of the Trust. All such records shall be
the property of the Trust.
The Transfer Agent shall also maintain the following records for each
Shareholder's account: name, address, and tax identification number; number of
Shares held and specific form of holding; persons authorized to make redemptions
and other account changes and their signatures; historical information regarding
the account of each Shareholder, including dividends paid, distributions made
and date and price for all transactions in a Shareholder's account; information
on any automatic investment plans authorized by the Shareholder; any stop or
restraining order placed against a Shareholder's account; any dividend
reinvestment order, address change and correspondence relating to the
maintenance of a Shareholder's account; all tax and withholding information
relating to a Shareholder's account; information with respect to withholding on
foreign accounts.
The Transfer Agent shall maintain records for all accounts opened by
entities assigned an institution number so that where required the aggregate
average daily value of all of an institution's accounts can be determined and a
record of such values maintained, and so that duplicate statements for the
accounts can be prepared and sent to each institution. A representative file is
available for each institution. It is the responsibility of the Trust to update
and maintain information on such file.
SECTION 4. The Transfer Agent shall cooperate with the Trust's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion, including but not limited to the
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opinion included in the Trust's annual or semi-annual reports on Form N-SAR, or
of any successor annual report required by the Act or rules thereunder to be
filed by the Trust.
SECTION 5. In addition to the services as Transfer Agent and as above
set forth, the Transfer Agent will perform other services for the Trust as
agreed from time to time, including but not limited to, preparation and filing
with the Internal Revenue Service and mailing to Shareholders such federal tax
information forms as are required to be so prepared, filed and mailed by
applicable laws, rules and regulations, mailing periodic reports of the Trust,
mailing prospectus supplements and updated prospectuses and mailing initial
notices of Shareholders' meetings, proxies, proxy statements, and preparation of
proxy voting reports for the Trust.
The Transfer Agent agrees to follow-up on missing TINs by sending a
letter and Form W-9 to the Shareholder. If the Transfer Agent does not receive
TIN verification within 60 days of the acknowledgment of the missing TINs,
back-up withholding will begin. Upon receipt of a B-Notice from the IRS, the
Transfer Agent will research the accounts and send out additional Form W-9's as
necessary. The Transfer Agent will not be held liable for any penalties
associated with B-Notices served where a Shareholder has failed to return a TIN
or signed W-9. If B-Notices are not promptly delivered to the Transfer Agent
once received by the Trust, the Transfer Agent will not be held liable for any
penalties associated with late processing.
The Transfer Agent will provide the Trust with a list of all accounts
subject to back-up withholding annually.
The Transfer Agent shall answer telephone calls and correspondence,
including those which relate to Individual Retirement Accounts, 403b(7) accounts
and the Trust's annual tax documents, from Shareholders relating to their Share
accounts during the Transfer Agent's normal business hours which will be no less
than Monday through Friday, from 9:00am to 5:00pm Eastern Time, on each business
day the New York Stock Exchange is open. The Transfer Agent shall respond to all
telephonic or written inquiries from Shareholders relating to the administration
of their accounts within two (2) business days or as soon as reasonably
practical thereafter. Copies of all correspondence from Shareholders involving
complaints about the management of the Trust, the services provided by or for
the Trust, the Transfer Agent or others, or concerning complaints relating to
the Trust shall be forwarded to the Trust immediately.
Telephone calls and correspondence on other matters will be referred to
the Trust.
The Transfer Agent shall keep records of Shareholder substantive
telephone calls and correspondence and replies thereto. The Transfer Agent shall
make and retain for a reasonable time (not to exceed 3 months) tape recordings
of all telephone calls from Shareholders.
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SECTION 6. Nothing contained in this Agreement is intended to or shall
require the Transfer Agent in any capacity hereunder to perform any functions or
duties on any day identified in the Prospectus and/or SAI on which the Trust is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which the Transfer
Agent is open, except when the Transfer Agent is closed for reasons beyond its
reasonable control, when the Trust is open and the Trust has received purchases
or redemption requests, such purchases and redemptions shall be priced and
executed "as of" such date on the business day next following such day.
SECTION 7. GCCM agrees to pay the Transfer Agent compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by the
Trust and the Transfer Agent. All such payments and reimbursements are to be
mailed no later than ten (10) business days following the receipt by GCCM of the
respective notice, except for charges on such notices to which the Treasurer or
any Assistant Treasurer of GCCM objects to within ten (10) business days of
receipt of the notice, and shall be paid by the GCCM no later than on a monthly
basis. It is understood that the Trust may, in the future, undertake to perform
certain of the services herein contemplated to be performed by the Transfer
Agent. To the extent, if any, the Trust undertakes such duties, the Transfer
Agent shall be relieved of such obligation, and the Trust and the Transfer Agent
shall mutually agree upon an appropriate reduction, if any, in the fees set
forth in Schedule A. In addition to any other right or remedy available to the
Transfer Agent for nonpayment of any fee due under this Agreement for the
services performed by it, and except for charges on such notices to which the
Treasurer and any Assistant Treasurer of GCCM objects to within ten (10)
business days of receipt of the notice, in the event that the GCCM shall fail to
pay the full fee by thirty (30) days after receipt of the invoice, GCCM shall
pay the Transfer Agent a late charge in a sum equal to 18% per annum of the
unpaid balance.
SECTION 8. The Transfer Agent shall not be liable hereunder for any
non-negligent action taken in good faith and reasonably believed to be within
the powers conferred upon it by this Agreement. The Trust shall indemnify the
Transfer Agent and hold it harmless from any and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liabilities
incurred by the Transfer Agent in connection with any such action, suit, or
claim, arising out of or attributable to the actions of the Transfer Agent
required to be taken under this Agreement, except such as shall result from its
own negligent act or willful misconduct. At its option and upon request of the
Transfer Agent, the Trust may assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity. The Transfer Agent shall give the
Trust notice, and reasonable opportunity to defend any such action, suit, or
claim, in the name of the Trust or the Transfer Agent or both. In the event the
Trust assumes the defense, the Transfer Agent shall be responsible for its own
legal fees and expenses from the date the Trust so assumes the defense, except
for such fees and expenses incurred at the request of the Trust. The Trust and
the Transfer Agent shall cooperate fully in the defense of any action, suit or
claim.
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The Transfer Agent at its expense will make corrections and adjustments
as may be required, where the Transfer Agent, its officers, agents, employees or
delegates are the cause of any error made in rendering the services described in
this agreement.
Without limitation of the foregoing:
(a) The Transfer Agent may rely upon and shall not be liable to the
Trust for the advice furnished to it by or on behalf of the Trust and for any
actions taken in good faith upon such statements.
(b) The Transfer Agent shall not be liable for any action reasonably
taken in good faith reliance upon any written instructions or certified copy of
any resolution of the Board of Trustees of the Trust, provided, however, that
upon receipt of a written instruction from the Trust countermanding a prior
instruction which has been fully executed by the Transfer Agent, the Transfer
Agent shall attempt to honor to the extent then possible, such later
instructions and rely upon the genuineness of any such document or
correspondence reasonably believed in good faith to have been validly executed.
(c) The Transfer Agent may rely and shall be protected in acting upon
any signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by or on behalf of the Trust.
SECTION 9. The Trust shall promptly cause to be turned over to the
Transfer Agent (i) an accurate list of Shareholders of the Trust showing the
proper registered address and number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificated Share
accounts, (ii) all records relating to retirement plans, including original
registration forms signed by the planholders and original plan accounts
recording payments, contributions, deductions, reinvestments, withdrawals and
liquidations, and (iii) all Shareholder records, files, and other materials
necessary or appropriate for proper performance of the functions assumed by the
Transfer Agent under this Agreement (hereinafter called "Materials"). The Trust
agrees to indemnify and hold the Transfer Agent, its successors and assigns,
harmless of and from any and all expenses, damages, claims, suits, liabilities,
actions, demand and losses of third parties arising out of or in connection with
any error, omission, inaccuracy or other deficiency of such Materials, or out of
the failure of the Trust to provide such Materials or to provide any information
needed by the Transfer Agent to perform knowledgeably its functions. The Trust
agrees to pay reasonable compensation to the Transfer Agent to cover the
Transfer Agent's expenses in correcting any such error, omission, inaccuracy or
other deficiency of the Materials.
SECTION 10. The Transfer Agent acknowledges and agrees that all books
and records maintained for the Trust in any capacity under this Agreement are
the property of the Trust and may be inspected by the Trust at any reasonable
time. Such books and records will be shipped immediately to any successor
transfer agent.
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The Transfer Agent agrees to regard and preserve as confidential all
records and other information relative to the Trust, and will not without
written authority of the Trust disclose to others, during the term of this
Agreement or thereafter, any such records or other information.
SECTION 11. The following shall be a list of procedures to be taken by
the Transfer Agent should mail be returned to the Transfer Agent undeliverable:
1. The mail will be opened and the contents examined. The returned
envelope will be stapled to the back of the paperwork.
2. Using the name and social security number on the account, a system
search will be done to check for any other accounts, which may have a
"deliverable" address. If a different address is found, the account with the bad
address will be corrected and the mail will be forwarded to the new address.
3. If the account search is unsuccessful, after reasonable attempts
have been made to locate the shareholder, the account will be coded as lost and
the returned mail will be stored. A listing is available for the Trust of all
accounts coded as lost.
4. The Transfer Agent will provide lost account search services through
an independent firm for the locating of lost accounts a minimum of twice a year.
5. A listing of those shareholder accounts unable to be located through
the lost account search service will be provided to the Transfer Agent for
escheatment purposes. The Transfer Agent will provide this list to the Trust
prior to escheating any shareholder accounts.
SECTION 12. In the event any party which is subject to this Agreement
is unable to perform its obligations under the terms of this Agreement because
of equipment or transmission failure or damage beyond its control, acts of God,
or other causes reasonably beyond its control, such party will not be liable to
the others for any damages resulting from such failure to perform or otherwise
from such causes.
ARTICLE VI. TERMS AND TERMINATION
SECTION 1. This Agreement shall remain effective until terminated by
either (a) the Trust or the Transfer Agent upon 90 days prior written notice to
the other party or (b) the Trust or the Transfer Agent on such date as is
specified in written notice given by the terminating party in the event of a
Default by the other party, provided that the terminating party has notified the
other party of such Default at least (30) days prior to the specified date of
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termination and the defaulting party has not remedied such Default by the
specified date provided, however, the obligations set forth in Sections 4, 8, 10
and 11 of Article V and Section 6 of Article IX, shall survive such termination,
unless satisfied. Any records remaining at the Transfer Agent which are not
required to be maintained, under any laws which affect the Transfer Agent, will
be destroyed twelve months after the termination of this Agreement.
SECTION 2. If either party terminates due to a Default, the Defaulting
party pays the expenses incurred in connection with the retrieval, compilation
and movement of books, records and materials and plus any reasonable
out-of-pocket expenditures incurred by the Transfer Agent for
conversion/deconversion due to the termination of this Agreement. However, if
either party terminates this Agreement for reasons other than a Default, then it
pays the expenses incurred in connection with the retrieval, compilation and
movement of books, records and materials and plus any reasonable out-of-pocket
expenditures incurred by the Transfer Agent for conversion/deconversion due to
the termination of this Agreement.
Upon the termination of this Agreement for any reason, the Transfer
Agent agrees to provide the Trust with complete and accurate records and to
assist the Trust in the orderly transfer of accounts and records. However, the
Transfer Agent shall retain all such records until the Transfer Agent receives
payment of all amounts due under this Agreement. Without limiting the generality
of the foregoing, the Transfer Agent agrees upon termination of this Agreement:
(a) to deliver to the Trust computer tapes containing the Trust's
accounts and records together with such record layouts microfiche of documents
or originals of documents pertaining to all shareholder accounts and additional
information as may be necessary to enable the Trust to utilize the information
therein;
(b) to cooperate with the Trust and any successor transfer agent in the
interpretation of the Trust's accounts and records;
(c) to forward all Shareholder calls investments and correspondence to
the new Transfer Agent upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible
for the Trust.
SECTION 3. The practices and procedures of the Transfer Agent and the
Trust set forth in the Agreement, or any other terms or conditions of this
Agreement, may be altered or modified from time to time as may be mutually
agreed by the parties to this Agreement. In special cases the parties hereto may
adopt in writing such procedures as may be appropriate or practical under the
circumstances, and the Transfer Agent may conclusively rely on the determination
of the Trust that any special procedure which has been approved by the Trust
does not conflict with or violate any
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requirements of its Articles of Incorporation, By-Laws or Prospectus, or any
rule, regulation or requirement of any regulatory body.
SECTION 4. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust, GCCM and the Transfer Agent.
SECTION 5. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Fund: If to GCCM
Green Century Funds Green Century Capital Management
Attn: Treasurer Attn: Treasurer
00 Xxxxxx Xxxxx, Xxxxx 000 00 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxxxxx 00000
If to the Transfer Agent
Unified Fund Services, Inc.
Attention: President
000 X. Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
SECTION 6. The Transfer Agent and the Trust each represent and warrant
to the other as to itself that all actions required by their respective Trustees
or Shareholders have been taken to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby; the
execution and delivery of this Agreement and consummation of the transactions
contemplated hereby do not contravene any provision of their respective charter
or by-laws or of any laws, regulations or orders of any government or agency
thereof to which it is subject; do not constitute the violation or breach of any
agreement or understanding to which it is a party or by which it is bound; and
upon its execution and delivery, this Agreement shall be binding and enforceable
against it in accordance with its terms.
SECTION 7. The Transfer Agent may from time to time, with the prior
written consent of the Trust, delegate some or all of its duties hereunder to
others, which shall perform such functions as the agent of the Transfer Agent.
To the extent of such delegation, the term "the Transfer Agent" in this
Agreement shall be deemed to refer to both the Transfer Agent and to its
designee or to either of them, as the context may indicate. In each provision of
this Agreement fixing or limiting the liabilities or the delegations of the
Transfer Agent, or providing for the liability indemnification or protection of
the Transfer Agent, the term "the Transfer Agent" shall include the Transfer
Agent's
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designee. The Transfer Agent shall not be relieved of any liabilities or
obligation under the Agreement in connection with such delegation of duties,
shall be responsible to supervise and assure that any such designee properly
performs the duties delegated to it, and shall be responsible for the
performance of the designee as though the Transfer Agent had, itself, performed
the duties so delegated.
SECTION 8. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument, which is
only effective if three signatures are executed.
SECTION 9. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of the Transfer Agent or by the Transfer Agent without the written
consent of the Trust, authorized or approved by a resolution of its Board of
Trustees.
SECTION 10. This Agreement constitutes the full and complete agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements or understandings between the parties.
The schedule attached hereto shall be deemed to be part of this Agreement.
SECTION 11. Whenever pronouns are used herein, they shall be
interpreted in the neuter, masculine, feminine, singular or plural as the
context may require.
SECTION 12. Except where specific time limits are herein provided, no
delay on the part of any party hereto in exercising any power or right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise thereof or the
exercise of any other power or right. No waiver shall be enforceable against any
party hereto unless in writing, signed by the party against whom such waiver is
claimed, and shall be limited solely to the one event.
SECTION 13. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the Commonwealth of Massachusetts, without
giving effect to the principles of conflicts of law.
ARTICLE VII. DEFAULT
The following events shall be a default ("Default") under this
Agreement:
(a) The Trust or GCCM neglects or fails, in whole or in part, to
observe any of its obligations to the Transfer Agent to make any payments due
under this Agreement; or
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(b) Any party neglects or fails in whole or part to observe any of its
obligations stated herein; or
(c) Trust assigns this Agreement or any of its rights hereunder without
the prior written consent of Transfer Agent; or
(d) the Transfer Agent assigns the Agreement or any of its rights
hereunder without the prior written consent of the Trust.
Upon the occurrence of a Default, the non-defaulting party may
terminate delivery of the services provided hereunder in accordance with Section
1 of Article VI hereof and recover from the defaulting party:
(a) Any payments due from the defaulting party hereunder; and
(b) All costs and expenses of collection, including reasonable
attorneys' fees; and
(c) Any and all damages available under law.
ARTICLE VIII. ARBITRATION
SECTION 1. In the event of a dispute between the parties under this
Agreement, the parties shall first seek to resolve such dispute through good
faith, face-to-face negotiations between the respective principals. If
negotiations are not successful, then the dispute shall be referred to
arbitration and such arbitration shall be conducted in accordance with the rules
of the American Arbitration Association.
SECTION 2. The decision rendered through arbitration shall be final and
binding upon the parties hereto, and judgment shall be entered in accordance
with applicable law in any court having jurisdiction thereof. In rendering a
decision, the arbitrators shall be governed by the terms of this Agreement.
ARTICLE IX. MISCELLANEOUS
SECTION 1. The Transfer Agent may contract with or establish
relationships with other parties for the provision of services or activities
other than those specified in Article VI Section 7 of this Agreement.
SECTION 2. The Transfer Agent agrees to promptly notify the Trust if
for any reason the Transfer Agent is unable to perform fully and promptly any of
its obligations under this Agreement.
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SECTION 3. The Transfer Agent may at any time own or hold with power to
vote certain shares of the Trust which are registered in the name of the
Transfer Agent or its affiliate Unified Management Corporation or the name of
their respective nominee.
SECTION 4. The provisions of the Agreement shall in no way limit the
authority of the Trust to take such action as it may deem appropriate or
advisable in connection with all matters relating to the operations of such
Trust and/or sale of its shares.
SECTION 5. In consideration of the performance of the Services by the
Transfer Agent hereunder, GCCM severally agrees to compensate the Transfer Agent
at the rates described in and attached hereto as Schedule A, hereunder referred
to (the "Fee Schedule"), which Fee Schedule may change pursuant to a written
amendment to this Agreement executed by and among the Trust and Transfer Agent.
Payment for the Services shall be made at least monthly. The parties mutually
agree to not unreasonably withhold permission for amendments or modifications in
the Fee Schedule should circumstances arise, outside of the party's or parties'
control, which would materially and adversely affect the party, should such
request for amendment or modification not be agreed to.
SECTION 6. The Transfer Agent shall indemnify and hold harmless the
Trust from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities that the Trust may incur, arising out
of or related to (a) any failure by the Transfer Agent to have systems that are
Year 2000 compliant or (b) the Transfer Agent's negligent act or willful
misconduct in the performance or non-performance of the Transfer Agent of its
responsibilities under this Agreement.
SECTION 7. The Transfer Agent understands and agrees that the
obligations of the Trust under this Agreement are not binding upon the
shareholders of the Trust or the Trust's Trustees, officers, nominees, agents or
employees personally, but bind the Trust and the Trust's property; the Transfer
Agent represents that it has notice of the provisions of the Declaration of
Trust for the Trust disclaiming shareholder liability for acts or obligations of
the Trust.
SECTION 8. It is understood and agreed that in performing the services
under this Agreement, the Transfer Agent shall not be acting as an agent for the
Trust.
SECTION 9. To the extent that any of the terms, conditions and/or
obligations herein cannot be fulfilled by the Trust due to any terms and/or
conditions contained within the Trust's Prospectus, or due to any subsequent
changes, alterations, or amendments to the Trust's existing Prospectus, the
Trust agrees to honor and fulfill the remaining terms, conditions and/or
obligations herein for as long as the Agreement is in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agent
Agreement to be signed by their respective duly authorized officers as of the
day and year first above written.
GREEN CENTURY FUNDS
By Date
-------------------------------------- ----------
Title
----------------------------------
Attest
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GREEN CENTURY CAPITAL MANAGEMENT
By Date
-------------------------------------- ----------
Title
----------------------------------
Attest
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UNIFIED FUND SERVICES, INC.
By Date
-------------------------------------- ----------
Title
----------------------------------
By Date
-------------------------------------- ----------
Title
----------------------------------
Attest
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Unified Fund Services, Inc. 9/10/98 Green Century Funds - 15
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SCHEDULE A
STANDARD TRANSFER AGENT FEE SCHEDULE
The prices contained herein are effective for twenty-four months from the
execution date of this contract.
I CONVERSION FEE: Manual conversion/new fund establishment - fee not to exceed
$1,500 per portfolio. Electronic conversions - $2.00 per
shareholder account with a $5,000 minimum fee.
II STANDARD BASE FEE FOR STANDARD BASE SERVICES
The Base Fee* is $1.45 for money market funds and $1.25 for equity/bond
funds per active Shareholder Account per month with a minimum fee of $1,250 per
portfolio per month. An Active Shareholder Account is any Shareholder Account
existing on Transfer Agent's computerized files with a non-zero Share balance.
There is a $0.40 per account charge for any account with a zero share balance
for the current calendar month, as determined on the last day of each month.
*The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling, shipping,
statement microfiche copies and 800 number access to Unified's shareholder
services group.
Unified supports for an additional monthly fee of $0.05 per account per
service: receivables accounting, 12b-1 fund reporting, back-end sales load
recapture accounting, and/or detailed dealer and representative load commission
accounting and reporting. Funds paying dividends more frequently than once per
quarter (generally, money market funds) are charged an additional $0.30 per
month per account.
Unified will provide lost account search services in connection of SEC
Rules 17Ad-17 and 17a-24 at a cost of $2.50 per account per account searched.
These "Electronic Data Search Services" will be performed on a semi-annual
basis. This service will apply to only Active Shareholder Accounts maintained on
the transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $500.00 minimum
fee/rerun charge when the nightly processing has to be repeated due to incorrect
NAV or dividend information received from the Fund Accountant/Portfolio Pricing
Agent.
III STANDARD BASE TRANSACTION FEES
Fund/Serv processing charges are $0.25 per transaction in addition to
direct Fund/Serv charges that are passed through (See Section VI
herein). Minimum charge: $500.00 per month
Networking processing charges are $0.24 per account for Matrix levels
1, 2 & 4 and $0.06 for Matrix level 3 in addition to direct Networking
charges that are passed through (See Section VI herein). Minimum
charge: $500.00 per month.
IV STANDARD SERVICES PROVIDED
-Opening new accounts
-Maintaining Shareholder accounts
Includes:
-Maintaining certificate records
-Changing addresses
-Daily reports on number of Shares, accounts, transactions, new
accounts and fully liquidated accounts
-Preparation of Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien accounts
-Reply to Shareholder calls and correspondence other than that for
Fund information and related inquiries
-Processing purchase of Shares
-Processing partial and complete redemptions
-Regular and legal transfer of accounts
-Mail processing of semi-annual and annual reports
-Mail updated Prospectuses and Prospectus supplements to existing
shareholders
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-Processing dividends and distributions
-Prepare Shareholder meeting lists
-One proxy processing per year per fund. Tabulation is limited to three.
-Receiving and tabulating of proxies
-Confirmation of all transactions as provided by the terms of each
Shareholder's account
-Preparation and mailing of quarterly consolidated statements
-Provide a system which will enable Fund to monitor the total number of Shares
sold in each state. System has capability to halt sales and warn of potential
oversell.(Blue Sky Reports)
-Determination/Identification of lost Shareholder accounts including utilizing
lost account search services and escheatment
-1099 reporting
-Copies of daily confirmation statements
V STANDARD REPORTS AVAILABLE
-12b-1 Disbursement Report -Holdings by Account Type
-12b-1 Disbursement Summary -New Accounts Report
-Dealer Commission Report -Posting Details
-Dealer Commission Summary Report -Posting Summary
-Exchange Activity Report -Settlement Summary
-Fees Paid Summary Report -Shareholder Registration Changes
-Fully Liquidated Accounts Report -Tax Register
-Fund Accrual Details -Transactions Journal
VI ADDITIONAL FEES FOR SERVICES OUTSIDE THE STANDARD BASE
-Archiving of old records/storage of aged records negotiable
-Off-line Shareholder research $25/hour (Billed to customer account)
-Check copies $3/each (Billed to customer account)
-Statement copies $5/each (Billed to customer account)
-Mutual Fund fulfillment/prospect file maintenance $1.00/item
-Shareholder communications charges (Faxes) pass through
-Leased line/equipment on TA's computer system pass through
-Dial-up access to TA's computer system pass through
-Labels .05 ea/$100 minimum
-Electronic filings of approved forms $75/transmission
-Monthly Director's Reports $25/mo/portfolio
-Direct Fund/Serv expenses Pass through
-Direct Networking expenses Pass through
-AD-HOC REPORTWRITER Report Generation $50.00 per report
-Bank Reconciliation Service $50.00 monthly maintenance fee per bank account
$1.50 per bank item
-Systems Programming Labor Charges:
System Support Representatives $100.00/hour
Programmers, Consultants or Department Heads $125.00/hour
Officers $150.00/hour
-Additional Proxy Processing:
Each processing $225.00 fixed charge per processing
Preparation and Tabulation $0.145/proxy issued
(includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $23.00 fixed charge per processing
$0.02 per proxy tabulated
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