UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Soliciting Material Pursuant to 14a-12.

Green Century Funds

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From: Green Century Funds [GreenCenturyFunds@2voteproxy.com]

Sent:

To:

Subject: Green Century Funds Board - Please Vote

 

LOGO

Dear Shareholder,

We are writing today to request your vote for a proxy proposal for the Green Century Funds. Details on the proposal can be accessed using the link for the electronic voting site below. You are receiving this e-mail because you were a shareholder of the Green Century Balanced Fund and/or of the Green Century Equity Fund on the record date for the vote, July 22, 2014, and are entitled to vote.

The Funds’ Board of Trustees recommends that the following people serve as the Funds’ Trustees: John Comerford, Jonathan Darnell, Laurie Moskowitz, Douglas H. Phelps, Bancroft R. Poor, Mary Raftery, James H. Starr, and Wendy Wendlandt. The proposal described in the materials referenced below seeks your vote in favor of all of the nominees.

Each of the Funds’ Trustees serve without pay as volunteers and each is committed to furthering sustainable investing and advocacy for greater corporate environmental responsibility.

The Green Century Funds Board of Trustees has carefully reviewed the proposal and recommends that you vote “for” the election of each of the nominees. Green Century Capital Management, Inc. (Green Century) also recommends that you vote “for” the election of each of the nominees.

For access to the proxy materials and the secured electronic voting site, please visit:https://www.2voteproxy.com/gcf. Your personal control number is 309 700 800 317 34.

We ask that you consider voting now so that we will avoid the environmental and financial costs of additional solicitations. Your vote is important, no matter how many shares you own.

If you need any additional information about this vote, or if you would like to receive a paper copy of the proxy statement, please feel welcome to call us at 1-800-93-GREEN (1-800-934-7336), Monday through Friday, 9 a.m. to 6 p.m. Eastern Time. We will be happy to explain the proxy or to answer any questions you may have. The proxy statement is also available on our website athttp://www.greencentury.com/pdf/proxy.pdf.

Thank you for investing with the first and only family of fossil fuel free diversified and responsible mutual funds in the nation.

Sincerely,

/s/Kristina A. Curtis/s/

/s/Leslie Samuelrich/s/

Kristina A. Curtis

Leslie Samuelrich

President

President

Green Century Funds

Green Century Capital Management, Inc.


LOGOGreen Century Funds

114 State Street

Boston, MA 02109

1-800-93-GREEN

January 21, 2011August 12, 2014

Dear Shareholder:

We are writing today to request your vote for the proposal described in the accompanying proxy statement concerning the Green Century Balanced Fund and the Green Century Equity Fund (the Equity Fund or the Fund).Fund. You are receiving this proxy statement because you were a shareholder of the Green Century Balanced Fund and/or of the Green Century Equity Fund on January 14, 2011July 22, 2014, and are entitled to vote.

The Fund’sFunds’ Board of Trustees has recommendedrecommends that Northern Trust Investments, Inc. (Northern Trust)the following persons serve as the Fund’s investment subadviser to perform the Fund’s day-to-day portfolio management.Funds’ Trustees: John Comerford, Jonathan Darnell, Laurie Moskowitz, Douglas H. Phelps, Bancroft R. Poor, Mary Raftery, James H. Starr, and Wendy Wendlandt. The proposal described in the enclosed materials seeks your approval of an Investment Subadvisory Agreement between the Green Century Funds on behalfvote in favor of the Equity Fund, Green Century Capital Management, Inc., and Northern Trust. Green Century Capital Management, Inc. (Green Century) has been the Equity Fund’s administrator since the Fund’s inception in 1995 and the Fund’s investment adviser since 2006. Green Century will continue to serve as the Fund’s administrator and investment adviser.

The investment objectivesFunds’ Trustees. Each of the Green Century Equity Fund will not changeFunds’ Trustees serve without pay as a result of the proposal. The Equity Fund will continuevolunteers and each is committed to seek to achieve long-term total return which matches the performance of an index comprised of the stocks of companies selected based on environmental, social and governance criteria. Shareholder approval of the proposed Investment Subadvisory Agreement will allow the Fund to continue this strategy.furthering environmentally responsible investing.

The Green Century Funds Board of Trustees has carefully reviewed the proposal and recommends that you vote “for” the proposal.election of each of the nominees. Green Century Capital Management, Inc. (Green Century) also recommends that you vote “for” the proposal.election of each of the nominees.

Enclosed is a proxy statement describing the proposalsproposal in more detail. Please take a few moments to read the enclosed materials. You may then cast your vote by mail, by phone, or online; instructions are on the enclosed proxy card(s). In addition, you may vote at a Special Meeting of Shareholders of the FundFunds to be held on MarchSeptember 22, 20112014 at 3:00 p.m. Eastern Time at Green Century’s offices at 114 State Street,Street. Boston, MA 02109. You are not required to attend the Special Meeting in order to cast your vote.

Please vote today. Please note that you may receive more than one proxy card if you own more than one Green Century Funds account. Please vote every proxy card that you receive. If we do not receive your vote, we may need to contact you again to ask you to consider the Board’s recommendation and vote. If you have any questions or need assistance, please call us at 1-800-93-GREEN—1-800-93-GREEN – we will be happy to answer your questions.

Sincerely yours,

 

/s/ S/Kristina A. Curtis

  

/s/ Wendy WendlandtS/Leslie Samuelrich

Kristina A. Curtis  Wendy WendlandtLeslie Samuelrich
President  President
Green Century Funds  Green Century Capital Management, Inc.


TABLE OF CONTENTS

 

     Page 

Overview of Proxy Statement

i

Notice of Special Meeting

   iii  

Notice of Special Meeting

v

Proxy Statement

   1  

Part 1.

 

Overview

   2  

Part 2.

 

Information Regarding Voting and the Special Meeting

   2  

Part 3.

 

The ProposalsProposal

   4  
 

Proposal 1.1         To approve an Investment Subadvisory Agreement forelect Trustees of the Green Century Equity FundFunds

  4

Proposal 2. Other business

12

Part 4.

 

Information Regarding the Green Century Equity FundFunds

   1214  
Exhibit

Exhibits

  

Proposed Investment Subadvisory Agreement for the Green Century Equity FundExhibit A – Nominating Committee Charter

  A-1

ii


OVERVIEW OF PROXY STATEMENT

A Special Meeting of Shareholders of the Green Century Balanced Fund (the Balanced Fund) and the Green Century Equity Fund (the Equity Fund or the Fund) (the Funds) will be held at the offices of Green Century Capital Management, Inc. (Green Century), 114 State Street, Boston, MA 02109, on MarchSeptember 22, 20112014 at 3:00 p.m., Eastern Time, for the purposes described in this proxy statement.

We encourage you to read this proxy statement carefully before casting your vote. We have prepared the following questions and answers in order to help you make your decision. If you have any further questions, please feel free to call us at 1-800-93-GREEN (1-800-934-7336) from 9:00 am to 6:00 pm Eastern Time, Monday through Friday.

 

Q.WhyWho are shareholdersthe Proposed Nominees for Election as Trustees of the Equity Fund being asked to approve the investment subadvisory agreement with Northern Trust Investments, Inc.?Funds?

 

A.Effective November 29, 2010, Northern Trust Investments, Inc. (Northern Trust) became the investment subadviserThe proposed Nominees for election are John Comerford, Jonathan Darnell, Laurie Moskowitz, Douglas H. Phelps, Bancroft R. Poor, Mary Raftery, James H. Starr, and Wendy Wendlandt. Mses. Raftery and Wendlandt and Messrs. Comerford, Starr, Phelps and Poor are current members of the Equity Fund. Previously, Mellon Capital Management Corporation (Mellon) served asBoard. Mr. Poor was appointed by the Equity Fund’s subadviser. ShareholdersBoard in 2014. Ms. Raftery was appointed by the Board in 2009. Ms. Wendlandt and Messrs. Comerford, Starr and Phelps were elected by the shareholders of the Equity Fund are now being asked to approveFunds in 2005. Ms. Moskowitz and Mr. Darnell have not previously served on the Investment Subadvisory Agreement with Northern Trust in accordance with applicable law.

Northern Trust brings experience with passively managed portfolios (such as that of the Equity Fund) as well as other socially responsible investments. The Board has determined that Northern Trust has the experience, qualifications and commitment to environmentally responsible investing to manage the Equity Fund.

Q.If the proposal is approved, will there be any change in the investment objective of the Equity Fund?Board.

 

A.No. The Fund will continue to seek to achieve long-term total return which matchesUnlike the performancemajority of an index comprisedmutual funds, the Green Century Funds do not pay their Trustees any fees; all the Trustees serve as volunteers. Each of the stocks of companies selected based onTrustees is committed to furthering sustainable investing and advocacy for greater corporate environmental social and governance criteria. The Equity Fund’s commitment to principles of environmentally responsible investing will not change.responsibility.

 

Q.IfWhat is the Proposal is approved, will this increaseRole of the expenses that Equity Fund shareholders pay?Board?

 

A.No. Approval

The Board has responsibility for the overall management and operations of the investment subadvisory agreement with Northern Trust will have no effect uponFunds, including general supervision of the amount of advisory fees paid by the Equity Fund to Green Century, the Equity Fund’s adviser. The Equity Fund’s subadvisory fees are borneduties performed by Green Century, notas the investment adviser and the administrator of the Funds, and other service providers. The Board also appoints the officers of the Funds. The officers are responsible for supervising and administering the day-to-day operations of the Funds. The Funds’ Board of Trustees is currently made up of seven individuals, four of whom are “independent,” meaning that they have no formal affiliation with Green Century or the Funds except in their role as Trustees. In addition, the

i


Independent Trustees are represented by the Equity Fund or its shareholders.independent legal counsel to further ensure that shareholder interests remain paramount.

 

Q.Why did the Board decide to terminate the Equity Fund’s investment subadvisory agreement with Mellon Capital Management?

A.Mellon Capital Management served as the Equity Fund’s subadviser from November 28, 2006 until November 28, 2010. Mellon recently informed the Board and Green Century that it did not intend to continue serving as the Fund’s subadviser because of, among other things, concerns regarding the profitability of the relationship to Mellon, and stated it wished to terminate the investment subadvisory agreement among Mellon, Green Century and the Equity Fund effective no later than January 3, 2011. Given these circumstances, the Board determined that it was in the best interests of the Equity Fund’s shareholders to terminate the investment subadvisory agreement with Mellon prior to January 3, 2011 and enter into an investment subadvisory agreement with Northern Trust.

Q.What role will Northern Trust play in managing the Equity Fund?

A.If the investment subadvisory agreement is approved by shareholders, Northern Trust’s primary responsibility as the Equity Fund’s subadviser will continue to be to implement the daily transactions necessary so that the composition of the Equity Fund matches the MSCI KLD 400 Social Index (the Index) as closely as possible, under the supervision of Green Century. Northern Trust will not be responsible for determining the composition of the Index. In addition, Northern Trust will provide Green Century with various reports Green Century requires to supervise the management of the Equity Fund.

iii


Q.How does the Board of Trustees recommend that I vote?

 

A.The Board of Trustees has carefully reviewed the proposal and recommends that you voteFOReach Trustee in the proposal on the enclosed proxy card(s). Following the proposal is a brief discussion of the factors the Trustees considered before approving it.granting their approval.

 

Q.If the proposal is approved, will there be any change in the investment objectives of the Balanced Fund or the Equity Fund?

A.No. There is no intent to change any of the key investment strategies or the investment objectives of the Balanced Fund or the Equity Fund, including the Funds’ commitment to principles of environmentally responsible investing.

Q.Why did I receive more than one proxy voting card?

 

A.You may have received more than one proxy voting card if you hold shares in more than one account in the Equity Fund.Funds. To vote all your shares and accounts, please vote each of the proxy cards you received.

 

Q.How do I vote?

 

A.You can vote by mail, by telephone or via the internet. Please see the instructions set forth on the top portion of the enclosed proxy card(s). You may also vote in person, by attending the Special Meeting of Shareholders. The meeting will be held at the offices of Green Century, 114 State Street, Boston, MA 02109, on MarchSeptember 22, 20112014 at 3:00 p.m. Eastern Time. You do not need to attend in person in order to cast your vote.

 

ivii


GREEN CENTURY BALANCED FUND

GREEN CENTURY EQUITY FUND

114 State Street, Suite 200

Boston, MA 02109

Telephone: 1-800-93-GREEN (1-800-934-7336)

NOTICE OF SPECIAL MEETING

OF SHAREHOLDERS

To be held MarchSeptember 22, 20112014

A Special Meeting of Shareholders of the Green Century Balanced Fund (the Balanced Fund) and the Green Century Equity Fund (the Equity Fund) (the Funds) will be held at the officesoffice of Green Century Capital Management, Inc., 114 State Street, Boston, MA 02109, on MarchSeptember 22, 20112014 at 3:00 p.m., Eastern Time, for the purposes listed below.

Please review the proposals listed below carefully and be sure to vote on each proposal on which you are asked to vote.

 

Proposal 1.  To approve an Investment Subadvisory Agreement forelect Trustees of the Equity Fund among the Equity Fund, Green Century Capital Management, Inc. and Northern Trust Investments, Inc.Funds.
Proposal 2.  To transact such other business as may properly come before the Special Meeting of Shareholders and any adjournments or postponements of the Special Meeting.

The Board of Trustees of the Equity FundFunds recommends that you vote in favor of theall Proposals.

Only shareholders of record on January 14, 2011July 22, 2014 will be entitled to vote at the Special Meeting of Shareholders and at any adjournments thereof.

 

Kristina Curtis, President
Green Century Funds

January 21, 2011August 12, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MARCHSeptember 22, 2011:2014: This Notice, the Proxy Statement and the Fund’sFunds’ most recent Annual Report to shareholders are available on the internet atwww.greencentury.com/documentshttp://greencentury.com/forms-documents/.

YOUR VOTE IS IMPORTANT. If you promptly vote, sign and return the enclosed proxy card(s) you will help avoid the additional expense of a second solicitation. The enclosed addressed envelope requires no postage and is provided for your convenience. You may also vote by calling the toll-free number listed on the proxy card, or visiting the web site address listed on the proxy card.

 

viii


GREEN CENTURY BALANCED FUND

GREEN CENTURY EQUITY FUND

114 State Street, Suite 200

Boston, MA 02109

Telephone: 1-800-93-GREEN (1-800-934-7336)

PROXY STATEMENT

This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Trustees of the Green Century Balanced Fund (the Balanced Fund) and the Green Century Equity Fund (the Equity Fund or the Fund) (the Funds) for use at a Special Meeting of Shareholders of the Equity Fund,Funds, or any adjournment thereof, to be held at the offices of Green Century Capital Management, Inc. (Green Century), 114 State Street, Boston, MA 02109, on MarchSeptember 22, 20112014 at 3:00 p.m., Eastern Time, for the purposes set forth in the accompanying Notice of Special Meeting. You may call Green Century at 1-800-93-GREEN (1-800-934-7336) for information on how to obtain directions to attend the meeting and vote in person.

The Equity Fund’sFunds’ Annual Report for the fiscal year ended July 31, 2010,2013, including audited financial statements, hasand Semi-Annual Report for the fiscal period ended January 31, 2014, have previously been sent to shareholders and isare available without charge by written request to Green Century Capital Management, Inc., 114 State Street, Suite 200, Boston, MA 02109, by calling 1-800-93-GREEN (1-800-934-7336), by emailing info@greencentury.com or by downloading the report from our website atwww.greencentury.com/documentshttp://greencentury.com/forms-documents/.

This Proxy Statement is divided into the following four parts:

 

Part 1.  Overview.  Page 2
Part 2.  Information Regarding Voting and the Special Meeting.  Page 2
Part 3.  The Proposals.Proposal.  Page 4
Part 4.  Information Regarding the Equity Fund.Funds.  Page 1214

This Proxy Statement was first mailed to shareholders on or about January 21, 2011.August 12, 2014.

PART 1. OVERVIEW.

The Board of Trustees of the Green CenturyBalanced Fund and the Equity Fund (the Equity Fund) has called a Special Meeting of Shareholders for the purposes described in the accompanying Notice of Special Meeting and as summarized below. The purpose of this Proxy Statement is to provide you with additional information regarding the proposal to be voted on at the Meeting and to request your vote in favor of the proposal.

The Equity Fund is anFunds are open-end management investment company,companies, or mutual fund.funds. The Balanced Fund seeks capital growth and income from a diversified portfolio of stocks and bonds which meet the Green Century Funds’ standards for corporate environmental responsibility. The Equity Fund is an index fund whose investment objective is to achieve long-term total return which matches the performance of an index comprised of the stocks of companies selected based on environmental, social and governance criteria.

Summary of the Proposal

Shareholders are being asked to approve an Investment Subadvisory Agreement among the Equity Fund, Green Century Capital Management, Inc. (Green Century)elect John Comerford, Jonathan Darnell, Laurie Moskowitz, Douglas H. Phelps, Bancroft R. Poor, Mary Raftery, James H. Starr, and Northern Trust Investments, Inc. (Northern Trust).

Green Century recommended, and the Board approved, the appointment of Northern TrustWendy Wendlandt as the investment subadviserTrustees of the Equity Fund, effective November 29, 2010, subject to shareholder approvalFunds (each, a “Nominee” and collectively, the “Nominees”). Mses. Raftery and Wendlandt and Messrs. Comerford, Phelps, Poor and Starr are currently Trustees of the Subadvisory Agreement. The Board has determined that Northern Trust has the experience in index investing and commitment to environmentally responsible investing to manage the Equity Fund. If shareholders approve the Subadvisory Agreement, Northern Trust will continue to be responsible for investing the Fund’s assets in a manner consistent with the terms of the Subadvisory Agreement and the investment objective of the Fund. Northern Trust’s primary responsibility will continue to be to implement the daily transactions necessary so that the composition of the Fund matches the MSCI KLD 400 Social Index (the Index) as closely as possible, under the supervision of Green Century. Northern Trust does not select the stocks that make up the Index.

The proposalFunds. This Proposal is discussed in more detail inunder Part 3 of this Proxy Statement.

PART 2. INFORMATION REGARDING VOTING AND THE SPECIAL MEETING.

Voting Process

You can vote in any one of the following ways:

 

By mail, by filling out and returning the enclosed proxy card(s);

 

By telephone, by dialing the toll-free number listed on the proxy card(s);

 

By the internet,Online, by visiting the web site address listed on the proxy card(s); or

 

In person at the Meeting.

Whichever method you choose to vote, please carefully read this Proxy Statement, which describes in detail the proposal upon which you are asked to vote.

You will be entitled to cast one vote for each dollar of net asset value of the Fund you hold (number of shares owned multiplied by the net asset value per share). The votes of the shareholders of the Balanced Fund and the Equity Fund will be tabulatedtogetherfor the proposal.

If you receivedreceive more than one proxy card, please vote each proxy card separately, either by returning each card via mail or by voting each card on the toll-free number or via the internet.online. You willmay receive more than one proxy card if you hold shares in more than one account in the Equity Fund.Funds. To vote all your shares and accounts, please vote each of the proxy cards you receive.

If you return your proxy and fail to provide instructions as to how to vote your shares with respect to the proposal, your shares will be voted FOR the proposal.

Record Date

The close of business on January 14, 2011 has beenJuly 22, 2014 was fixed as the Record Date for the determination of shareholders entitled to notice of and to vote at the Meeting. 2,685,961.9005,103,512.439 shares of the Balanced Fund (par value $0.01 per share) and 3,138,277.356 shares of the Equity Fund (par value $0.01 per share) were outstanding as of the close of business on the Record Date.

Quorum

Holders of a majority of the voting power of the shares of theeach Fund entitled to voteoutstanding on the Record Date constitute a quorum and must be present in person or represented by proxy at the Meeting for purposes of voting on the proposal. Your shares will be represented by proxy at the Meeting if you vote by mail, by telephone, or by the internet.online.

Regardless of how you vote (“For”, “Against” or “Abstain”), your shares will be counted for purposes of determining the presence of a quorum. In addition, broker “non-votes” (that is shares held by brokers or nominees as to which (a) instructions have not been received from the beneficial owner or other persons entitled to vote and (b) the broker or nominee does not have discretionary power to vote on a particular matter) will be counted for purposes of determining the presence of a quorum.

If you mark “Abstain” on your proxy card withWith respect to the proposal, yourelection of Trustees, nominees must be elected by a plurality of the votes cast in person or by proxy at the meeting at which a quorum exists. Abstentions and broker “non-votes” are not considered “votes cast” and therefore, do not constitute a vote “For” the proposal. Thus, abstentions and broker “non-votes” will have no effect on the effectvoting for the election of Trustees in the proposal because only “for” votes are considered in a “no” vote for purposes of obtaining the requisite approval of the proposal. Broker “non-votes” will also have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal.plurality voting requirement.

Revoking Your Proxy

You may revoke your proxy at any time prior to the Meeting (or any adjournment or postponement thereof) by putting your revocation in writing, signing it and either delivering it to the Meeting or sending it to Amy F. Puffer, Secretary of the Green Century Funds, 114 State Street, Suite 200, Boston, MA 02109. You may also revoke your proxy by voting in person at the Meeting.

Adjournments and Postponements

If sufficient votes in favor of the proposal are not received, the persons named as proxies may propose one or more adjournments or postponements of the Meeting to permit further solicitation of proxies with respect to the proposal. An adjournment or postponement of the Meeting will suspend the Meeting to another time. Any such adjournment will require the affirmative vote of a majority of those shares voted at the Meeting. If you voted in favor of the proposal or failed to provide instructions as to how to vote your shares with respect to the proposal (including broker non-votes), the persons named as proxies will vote your shares in favor of suchthe adjournment of the Meeting with respect to the proposal. If you voted against or abstained from voting on the proposal, the persons named as proxies will vote your shares against any such adjournment.

Proxy Solicitation Costs

The cost of soliciting proxies (which is expected to be approximately $35,000)$25,000), including the fees of a proxy soliciting agent (which isare expected to be approximately $5,000)$20,000), will be borne by Green Century Capital Management, not the Equity Fund.Funds. In addition to solicitation by mail and the proxy soliciting agent, proxies may be solicited by the Board of Trustees, officers, and regular employees and agents of the Equity FundFunds and Green Century without compensation. Green Century may reimburse brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute the proxies.By voting as soon as you receive your proxy materials, you will help reduce the cost of additional mailings and other solicitations, which may include telephone calls to shareholders for the purpose of reminding shareholders to vote.

PART 3. THE PROPOSALS.PROPOSAL.

Introduction

ShareholdersProposal 1. To elect Trustees of the Green Century Equity FundFunds.

You are being asked to approve an Investment Subadvisory Agreement amongelect a Board of Trustees of the Equity Fund,Funds. The nominees for the Board of Trustees are John Comerford, Jonathan Darnell, Laurie Moskowitz, Douglas H. Phelps, Bancroft R. Poor, Mary Raftery, James H. Starr, and Wendy Wendlandt (each, a “Nominee” and collectively, the “Nominees”). Mses. Raftery and Wendlandt and Messrs. Comerford, Phelps, Poor and Starr are currently Trustees of the Funds.

The Funds do not hold annual shareholder meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. This means that each Trustee will be elected to hold office until his or her successor is elected or until he or she retires, resigns, dies or is removed from office. Mr. Comerford was appointed by the Board in 2005 and was elected by shareholders in 2006. Mr. Phelps was appointed by the Board in 1997 and was elected by shareholders in 2006. Ms. Wendlandt and Mr. Starr were elected by the initial shareholder of the Funds in 1991 and by all shareholders in 2006. Ms. Raftery was appointed by the Board in 2009 and has not been elected by shareholders. Mr. Poor was appointed by the Board in 2014 and has not been elected by shareholders. Each of the Nominees has consented to being named in this Proxy Statement and to serving on the Board if elected.

Unlike the majority of mutual funds, the Green Century Funds do not pay their Trustees any fees; all the Trustees serve as volunteers. Each of the Trustees is committed to furthering sustainable investing and Northern Trust (the Northern Trust Subadvisory Agreement)advocacy for greater corporate environmental responsibility.

Trustee Nominee and Officer Information

The table below sets forth each Nominee’s name, age, position and length of service with the Fund.Funds, each Nominee’s principal occupation during the past five years, and any other directorships held by each Nominee. The address for each Nominee is 114 State Street, Suite 200, Boston, MA 02109.

 

Proposal 1.

Name and Age

  To Approve an Investment Subadvisory Agreement among

Position(s)
Held with
the Equity Fund,Funds
and Length
of Time
Served

Principal Occupation(s)
During Past Five Years

Other
Directorships

Held

Number of
Funds in
Green
Century
Family of
Funds
Overseen
by Nominee

Independent Trustees*:

Jonathan Darnell

Age: 54

Trustee NomineeManaging Director, Pickwick Capital Partners (since 2014); President/Founder, Patolan Partners (since 2011); Vice President, Morgan Stanley, Private Wealth Management Group, (2004-2011).Advisory Board member, CardioReady LLC; Board member, Voices for Progress.2

Laurie Moskowitz

Age: 49

Trustee NomineeSenior Director, Campaigns, US & Canada, The ONE Campaign (since 2011); Founder and Principal Partner, FieldWorks (2001-2011).None2

Name and Age

Position(s)
Held with
the Funds
and Length
of Time
Served

Principal Occupation(s)
During Past Five Years

Other
Directorships

Held

Number of
Funds in
Green
Century
Family of
Funds
Overseen
by Nominee

Bancroft R. Poor

Age: 58

Trustee

since 2014

Vice President for Operations/Chief Financial Officer/Assistant Treasurer, Massachusetts Audubon Society (since 1994)Trustee and Chair of Finance and Administration Committee, the Quebec Labrador Foundation (since 2007); Director and Treasurer of US Offshore Wind Collaborative (2010-2013).2

Mary Raftery

Age: 49

Trustee since 2009Funder Collaborations, ClimateWorks Foundation (since 2014); Organizational Development Consultant, Self-employed (since 2007); Director of Major Donor Development and Special Projects, BlueGreen Alliance (2011-2012); Chief Operating Officer, Apollo Alliance (2007-2011).None2

Name and Age

Position(s)
Held with
the Funds
and Length
of Time
Served

Principal Occupation(s)
During Past Five Years

Other
Directorships

Held

Number of
Funds in
Green
Century
Family of
Funds
Overseen
by Nominee

James H. Starr

Age: 66

Independent Chairperson since 2009, Trustee since 1991Senior Attorney, Starr and Associates, PC (since 1982); County Commissioner, Gunnison County, CO (1999-2010).Director and President, Gunnison Valley Housing Foundation (since 2011); Director and Vice President, Cool Creek Watershed Commission (since 2011); Chairperson, Gunnison Valley Transportation Authority (2004-2010); President, Peanut Mine, Inc. (2002-2012); Director and Secretary, Crested Butte Land Trust (1991-2009).2

Interested Trustees**:

John Comerford

Age: 45

Trustee since 2005Member, Board of Directors, BATS Global Markets (since 2011); Executive Managing Director, Instinet (since 2007).None2

Name and Age

Position(s)
Held with
the Funds
and Length
of Time
Served

Principal Occupation(s)
During Past Five Years

Other
Directorships

Held

Number of
Funds in
Green
Century
Family of
Funds
Overseen
by Nominee

Douglas H. Phelps

Age: 66

Trustee since 1997President (1996-2003) and Director (since 1996), Green Century Capital Management, Inc.; President and Northern Trust Investments,Executive Director, The Public Interest Network; President, U.S. PIRG (since 1983); President, Environment America (since 2007); President, Telefund, Inc.(since 1988); President, Grassroots Campaigns, Inc. (since 2003).None2

Wendy Wendlandt

Age: 52

Trustee since 1991President (2006-2013) and Director (since 2006), Green Century Capital Management, Inc.; Political Director, The Public Interest Network (since 1989); Senior Staff, Center for Public Interest Research (since 1989); Acting Director, Fair Share (since 2012); President, Environment America Research and Policy Center (since 2007).None2

Green Century manages* A Trustee is deemed to be an “Independent Trustee” to the assetsextent the Trustee is not an “interested person” of the Equity Fund pursuant to an investment advisory agreement datedFunds as of November 28, 2006 (the Investment Advisory Agreement). The Investment Advisory Agreement was most recently approved by the Funds’ Board of Trustees on November 5, 2010 when the Trustees approved its continuation for an additional twelve month period. The Investment Advisory Agreement was approved by the shareholders of the Equity Fund on November 6, 2006.

Subject to the terms of the Investment Advisory Agreement, Green Centurythat term is responsible for the management of the Equity Fund. As part of its responsibilities as Investment Adviser and Administrator to the Equity Fund, Green Century may select and employ, subject to the review and approval of the Board of Trustees and that of shareholders, as may be required, one or more subadvisers to invest the Equity Fund’s assets consistent with the Fund’s investment objective of achieving long-term total return which matches the performance of an index comprised of the stocks of companies selected based on environmental, social and governance criteria. Green Century and the Board of Trustees regularly review the subadviser’s performance. Green Century or the Board of Trustees may terminate the services of a subadviser at any time, subject to the termination provisions of a subadvisory agreement.

Mellon Capital Management Corporation (Mellon) served as the Equity Fund’s subadviser from November 28, 2006 until November 28, 2010. Mellon has principal offices at 50 Fremont Street, San Francisco, CA 94105 and offices at 500 Grand Street, Suite 4200, Pittsburgh, PA 15258. Mellon recently informed the Board and Green Century that it did not intend to continue serving as the Fund’s subadviser because of, among other things, concerns regarding the profitability of the relationship to Mellon, and stated that it wished to terminate the investment subadvisory agreement among Mellon, Green Century and the Equity Fund (the Mellon Subadvisory Agreement) effective no later than January 3, 2011. Given these circumstances, the Board determined that it wasdefined in the best interest of the Equity Fund’s shareholders to terminate the investment subadvisory agreement with Mellon prior to January 3, 2011 and enter into an investment subadvisory agreement with Northern Trust.

At a meeting of the Board of Trustees held on November 5, 2010, the Board considered the termination of Mellon as the subadviser of the Equity Fund. The Board also considered Green Century’s recommendation that

Northern Trust be appointed as the subadviser of the Equity Fund. Green Century, at the direction of the Board, terminated the Mellon Subadvisory Agreement and entered into the Northern Trust Subadvisory Agreement. Accordingly, effective at the end of the day on November 28, 2010, the Mellon Subadvisory Agreement was terminated. The Northern Trust Subadvisory Agreement became effective on November 29, 2010.

The Mellon Subadvisory Agreement was approved by the shareholders of the Equity Fund at a meeting held on November 6, 2006. The Mellon Subadvisory Agreement was last approved by the Board on November 5, 2010 to continue until its termination on November 28, 2010.

Terms of the Northern Trust Subadvisory Agreement and Comparison of the Northern Trust and Mellon Subadvisory Agreements

Except for the parties and the proposed change in fee arrangements set forth below under the heading “Investment Advisory and Subadvisory Fees”, the terms and conditions of the Northern Trust Subadvisory Agreement are substantially the same in all material respects to the terms and conditions of the Mellon Subadvisory Agreement.

Please refer to theExhibit attached to this Proxy Statement for the complete Northern Trust Subadvisory Agreement. The description of the Northern Trust Subadvisory Agreement in this Proxy Statement is qualified in its entirety by the provisions of the Northern Trust Subadvisory Agreement in theExhibit.

Pursuant to the Northern Trust Subadvisory Agreement, as under the Mellon Subadvisory Agreement, Northern Trust implements the daily portfolio transactions necessary to maintain the proper correlation between the assets of the Fund and the MSCI KLD 400 Social Index (the Index), subject always to the provisions of the Investment Company Act of 1940, as amended (the 1940 Act) and“1940 Act”).

** A Trustee is deemed to the investment objective, policies and restrictions imposed by the Equity Fund’s then-current Registration Statement under the 1940 Act and the Fund’s Declaration of Trust and By-Laws. Northern Trust does not determine the composition of the Index. Northern Trust also provides Green Century and the Board of Trustees with such reports and data as may be requested from time to time. Northern Trust furnishes at its own expense all services, facilities and personnel necessary in connection with its activities under the Northern Trust Subadvisory Agreement. The Northern Trust Subadvisory Agreement, as under the Mellon Subadvisory Agreement, provides that Northern Trust may render services to others.

The Northern Trust Subadvisory Agreement, as under the Mellon Subadvisory Agreement, also provides that Northern Trust will obtain for the Equity Fund, in its judgment, best available execution in executing the Equity Fund’s portfolio transactions, and shall direct orders in connection with the purchase and sale of the Equity Fund’s portfolio securities to broker-dealers that sell shares of the Equity Fund onlyan “Interested Trustee” to the extent that placing such ordersthe Trustee is in compliance with applicable laws. As under the Mellon Subadvisory Agreement, the Northern Trust Subadvisory Agreement provides that Northern Trust may not use commissions paid to broker-dealers in connection with the purchase or sale of Fund securities to generate so-called “soft dollars”. The Northern Trust Subadvisory Agreement, as under the Mellon Subadvisory Agreement, provides that Northern Trust may aggregate orders for the purchase or sale of portfolio securities for the Equity Fund with orders for other portfolios managed by Northern Trust, provided that all securities purchased or proceedsan “interested person” of the sale of securities are allocated at the average execution price.

As under the Mellon Subadvisory Agreement, the Northern Trust Subadvisory Agreement provides that Northern Trust is not liable for any error of judgment or for any act or omission in the execution of securities transactions for the Equity Fund, except for willful misfeasance, bad faith, negligence, violation of law or reckless disregard of its obligations and duties under the Northern Trust Subadvisory Agreement.

The Northern Trust Subadvisory Agreement became effective on November 29, 2010. If approved by the shareholders of the Equity Fund, the Northern Trust Subadvisory Agreement will continue in effect for two

years, and thereafter will continue in effect if such continuance is specifically approved at least annually by vote of the holders of a “majority of the outstanding voting securities” (asFunds as defined in the 1940 Act)Act. Mr. Comerford is considered to be an Interested Trustee by virtue of his position with Instinet, a broker-dealer that may conduct business with each Fund’s subadviser. Mr. Phelps is considered to be an Interested Trustee by virtue of his positions as a Director of Green Century and with the Public Interest Network. Ms. Wendlandt is considered to be an Interested Trustee by virtue of her positions as a Director of Green Century and with the Public Interest Network.

The table below sets forth each Officer of the Equity Fund or by voteFunds, her name, age, position and length of a majority ofservice with the Fund’s Board of Trustees,Funds and in either case byprincipal occupation during the vote of a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) at a meeting called for the purpose of voting on the Northern Trust Subadvisory Agreement.

As under the Mellon Subadvisory Agreement, the Northern Trust Subadvisory Agreement may be terminated without penalty (i) by the Equity Fund’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Equity Fund on not more than 60 days’ nor less than 30 days’ prior written notice to Northern Trust and Green Century, (ii) by Green Century upon not more than 60 days’ nor less than 30 days’ prior written notice to the Equity Fund and Northern Trust or (iii) by Northern Trust upon not less than 180 days’ prior written notice to the Equity Fund and Green Century. The Northern Trust Subadvisory Agreement will automatically terminate in the event of its assignment.

If the Northern Trust Subadvisory Agreement is not approved by shareholders, it will terminate on April 28, 2011.

Investment Advisory and Subadvisory Fees

Green Century is entitled to receive 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 for providing investment advisory services to the Fund. For the fiscal year ended July 31, 2010, Green Century received $117,484 in investment advisory fees from the Equity Fund.

As under the Mellon Subadvisory Agreement, Green Century (not the Equity Fund) pays subadvisory fees to Northern Trust out of the investment advisory fees Green Century receives from the Equity Fund under the Advisory Agreement. Therefore, the proposed subadvisory fee payable to Northern Trust under the Northern Trust Subadvisory Agreement will not change the expenses you incur as a shareholder of the Equity Fund.

If shareholders approve the Northern Trust Subadvisory Agreement, Green Century will pay to Northern Trust, as full compensation for services rendered and expenses borne by Northern Trust, a fee equal on an annual basis to the greater of $75,000, or 0.10% of the value of the average daily net assets of the Fund up to but not including $50 million, 0.05% of the average daily net assets of the Fund from and including $50 million up to but not including $100 million, and 0.03% of the average daily net assets of the Fund equal to or in excess of $100 million. Such fee will be accrued daily and payable following the end of each calendar quarter.

Under the Mellon Subadvisory Agreement, Green Century paid to Mellon, as full compensation for its services rendered and expenses borne, a fee equal of an annual basis to the greater of $50,000, or 0.08% of the value of the average daily net assets of the Fund up to but not including $100 million, 0.05% of the average daily net assets of the Fund from and including $100 million up to but not including $500 million, 0.02% of the average daily net assets of the Fund from and including $500 million up to but not including $1 billion and 0.01% of the average daily net assets of the Fund equal to or in excess of $1 billion.

The following table demonstrates (1) the actual investment subadvisory fee Green Century paid to Mellon for the fiscal year ended July 31, 2010; (2) the amount that Green Century would have paid to Northern Trust if the Subadvisory Agreement had been in effect for that year; and (3) the difference between these amounts stated as a percentage:

(1)

Actual Investment

Subadvisory Fee paid by

Green Century to Mellon for

the fiscal year ended

July 31, 2010

  

(2)

Estimated Amount Green
Century would have paid to Northern
Trust if the Subadvisory
Agreement had been in Effect

  

(3)

Percentage Increase

$50,000  $75,000  50%

Since Green Century pays the subadvisory fees, this increase in fees is borne by Green Century, not the Equity Fund or its shareholders. Again, the proposed subadvisory fee payable to Northern Trust under the Northern Trust Subadvisory Agreement will not change the expenses you incur as a shareholder of the Equity Fund.

Until shareholders approve the Northern Trust Subadvisory Agreement, Green Century will pay to Northern Trust fees that do not exceed those that Green Century would have paid to Mellon pursuant to the Mellon Subadvisory Agreement and the 1940 Act.

Information about Northern Trust Investments, Inc.

Northern Trust, 50 South LaSalle Street, Chicago, IL 60603, is an Illinois State Bank and an investment adviser registered under the Investment Advisers Act of 1940, as amended. It primarily manages assets for institutional and individual separately managed accounts, investment companies and bank common and collective funds. Northern Trust is a subsidiary of The Northern Trust Company (“TNTC”). Prior to December 30, 2010, Northern Trust, Inc. was a national banking association.

TNTC is an Illinois state chartered banking organization and a member of the Federal Reserve System. Since 1889, TNTC has administered and managed assets of individuals, institutions and corporations. It is the principal subsidiary of Northern Trust Corporation, a company that is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended.

As of September 30, 2010, Northern Trust Corporation, through its subsidiaries, had assets under custody of $3.9 trillion and assets under investment management of approximately $657 billion.past five years. The address offor each of TNTC and Northern Trust CorporationOfficer is 50 South LaSalle114 State Street, Chicago, IL 60603.

Management and Governance

Below is a list of executive officers and directors of Northern Trust, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors as of June 30, 2010. Most officers and directors of Northern Trust hold comparable positions with TNTC (other than as director).Suite 200, Boston, MA 02109.

 

Name and Position with

Northern TrustAge

  

Name Position(s) Held with
the Funds and Length
of Other Company
Time Served

  

Position with Other Company

Browne, Robert P.Principal Occupation(s)

Executive Vice President,During Past Five Years

Director and CIO

Carberry, Craig R.  

Kristina A. Curtis

Age: 61

  TNTCPresident since 2005;
Treasurer since 2008 and
from 1991-2005
  Senior AttorneyVice President of Finance and Operations (since 2002), Treasurer and Director (since 1991), Senior Vice President (since 1991), Green Century Capital Management, Inc.
Secretary

Amy F. Puffer

Age: 55

  Chief Compliance Officer since 2004; Secretary and Assistant Treasurer since 2006  Chief Compliance Officer, (since 2004); Clerk and Director (since 2006), Green Century Capital Management, Inc.

Trustee Nominees’ Biographies and Qualifications

The Trustees are experienced business people, attorneys and non-profit organization managers who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, oversee management of the risks associated with such activities and contractual arrangements, and review the Funds’ performance and expenses, among other reviews and assessments. In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the individual Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board, as a whole, to operate effectively in governing the Funds and protecting the interests of shareholders. In addition, each Trustee is committed to the Funds’ and Green Century’s mission of offering environmentally responsible and fossil fuel free mutual funds and advocating for greater corporate environmental accountability. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board’s conclusion that the Trustee should serve (or continue to serve) as a trustee of the Funds, is provided in the table above, and in the following paragraphs. References to experience, qualifications, attributes and/or skills of Trustees do not constitute holding out the Board or any Trustee as having special expertise or experience, and shall not impose any greater responsibility or liability on any Trustee or on the Board by reason thereof.

Jonathan Darnell is the founder and owner of a private placement firm, specializing in the alternative energy and biomedical sectors. Previously he was a Vice President at Morgan Stanley in Private Wealth Management, the Firm’s ultra-high net worth division, where he provided investment advice and portfolio management services across all asset classes for clients with combined total capital exceeding five billion dollars. Prior to that, he served in various senior management and board capacities at the Public Interest Network of environmental and citizen advocacy organizations.

Mr. Darnell’s qualifications to serve as a Trustee include his extensive experience in the investment industry as well as his many years of involvement in public policy and commercial aspects of renewable power generation and resource conservation.

Laurie Moskowitz is currently the Senior Director for Campaigns, U.S. & Canada, for The ONE Campaign. She is responsible for creating high impact campaigns to secure public and political support for overseas development assistance from the U.S. Government and international multi-lateral institutions.

Previously, she was the founder and principal partner of FieldWorks, a campaign planning firm, managing all aspects of the business, including marketing and promotion, project development, client relations, budget oversight, administration, legal and human resources. Prior to that, she worked for the Democratic National Committee and various political campaigns.

Ms. Moskowitz’s qualifications to serve as a Trustee include her extensive experience as an organizational leader, strategic thinker, manager and business owner as well as her history of campaign work.

Bancroft Poor is currently the Vice President for Operations, the Chief Financial Officer and an Assistant Treasurer for the Massachusetts Audubon Society. He is in charge of all of Mass Audubon’s financial, administrative, information technology, human resources, and capital assets and planning functions. Previously, he was the Finance Director for the Massachusetts Public Interest Research Group and prior to that, worked in research and management consulting positions. He has been a Trustee of the Funds, and has served as the Chair of the Funds’ Audit Committee, since 2014. He also currently serves on the Funds’ Valuation Committee.

Mr. Poor’s qualifications to serve as Trustee include his finance, administration and project management expertise as well as his extensive experience as a senior manager or board member for several non-profit and environmental organizations.

Mary Raftery is currently the Senior Advisor, Funder Collaborations, at ClimateWorks Foundation, which supports public policies that are designed to address climate change. She previously served as the Chief Operating Officer and as the Director of Major Donor Development and Special Projects at two national non-profit organizations promoting a green economy. She has been a Trustee of the Funds, and has served on the Funds’ Qualified Legal Compliance Committee, since 2009. She also currently serves on the Funds’ Nominating Committee.

Ms. Raftery’s qualifications to serve as a Trustee include her extensive experience in non-profit management, as well as her work on environmental issues with labor unions, businesses, environmental groups and foundations in the U.S. and Europe.

James Starr is the founder and owner of a law firm in Colorado and is also the Director and President of the Gunnison Valley Housing Foundation and the Director and Vice President of the Cool Creek Watershed Commission, both based in Colorado. He has been a Trustee of the Funds since the Funds’ inception in 1991 and has served as the Independent Chairperson of the Board of Trustees since 2009. He also currently serves on the Funds’ Audit, Nominating and Qualified Legal Compliance Committees.

Mr. Starr’s qualifications to serve as a Trustee of the Funds include his experience as a lawyer and small business owner and his work on numerous community service activities and service on many community boards for over 30 years.

John Comerford is currently an Executive Managing Director of Instinet, one of the largest brokers in the electronic trading market. He has served as a portfolio manager and equity trader and has led the development of securities trading software products. He holds the professional accreditation of a Certified Financial Analyst. He has been a Trustee of the Funds since 2005 and has served on the Funds’ Valuation Committee since 2007.

Mr. Comerford’s qualifications to serve as a Trustee include his over 20 years of experience in the securities, financial services and brokerage industries and his ability to offer counsel on investment matters.

Douglas Phelps is President and Executive Director of the Public Interest Network, a foundry for change organizations. He also Chairs the Board of U.S. PIRG, the federation of State PIRGs, and Chairs the Advisory Board of the Fund for the Public Interest, a national non-profit that runs grass-roots campaigns to raise money, sign up members, educate the public and build political support for some of the nation’s leading public interest

non-profits such as the PIRGs, Environment America and the Human Rights Campaign. Mr. Phelps chairs the board of Green Corps, the field school for environmental organizing, and serves on the Board of the National Environmental Law Center. He has served as a Trustee of the Funds since 1997. He also has served as President (1996 to 2003) and Director (since 1996) of Green Century.

Mr. Phelps’ qualifications to serve as a Trustee of the Funds include his long tenure with Green Century and his extensive experience as a board member or chair of several non-profit and environmental organizations.

Wendy Wendlandt is the Political Director for The Public Interest Network. Over the last 30 years, she has helped secure millions of dollars in foundation grants, expand the breadth and depth of coalitions around issues ranging from campaign finance reform to genetically engineered foods, and play a lead role in campaigns that have won dozens of tangible results for public health and the environment. Ms. Wendlandt has served as a Trustee of the Funds since the Funds’ inception in 1991 and has also served as President (2006-2013) and Director (since 2006) of Green Century.

Ms. Wendlandt’s qualifications to serve as Trustee of the Funds include her executive management experience with non-profit organizations and her long collaboration with Green Century.

Trustee Oversight Responsibilities

The Chairperson of the Board of Trustees of the Funds is an Independent Trustee, as defined in the 1940 Act. He presides at meetings of the Board and at executive sessions of the Independent Trustees. The Independent Chairperson is appointed by a majority of the Independent Trustees. It is the policy of the Board that the Independent Chairperson of the Board, with full responsibilities as a chairperson would generally have, will continue to be an Independent Trustee. The Board of Trustees has determined that having its Chairperson be an Independent Trustee is in the best interests of the Funds’ shareholders.

The Board has four standing committees, described in more detail below. Through the committees, particularly the Audit Committee, the Independent Trustees consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest with management. The Board has determined that delegation to the committees of specified oversight responsibilities helps ensure that the Funds have effective independent governance and oversight. The Board has determined that its leadership and committee structure is appropriate given Green Century’s role with respect to the Funds’ investment and business operations. The Board believes that the leadership and committee structure provides effective management for the relationships between the Funds, Green Century and the Funds’ other principal service providers, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships.

Like other mutual funds, the Funds are subject to risks, including investment, compliance, operational and valuation risks, among others. The Board oversees risk as part of its oversight of the Funds. Risk oversight is addressed as part of various Board and committee activities. The Board, directly or through its committees, interacts with and reviews reports from, among others, the Funds’ investment adviser and administrator, Green Century, the Funds’ Chief Compliance Officer (CCO), the Funds’ investment subadvisers, and the Funds’ independent registered public accounting firm, as appropriate, regarding risks faced by the Funds and risk management.

The Board has designated the CCO to be responsible for the Funds’ compliance policies and procedures. The CCO reports to the Independent Trustees of the Board and is responsible for delivering, at least annually, a written report on compliance and other required or agreed on matters to the Board. The Independent Trustees of the Board also meet with the CCO, separately from management, generally at least annually, to address compliance issues and other relevant matters.

The actual day-to-day risk management functions with respect to the Funds are subsumed within the responsibilities of the investment adviser and administrator, the subadvisers, and other service providers, depending upon the nature of the risk. In the course of its interactions with the various service providers, the Board has emphasized the importance of maintaining vigorous risk management programs and procedures. The Trustees recognize that not all risks that may affect the Funds can be identified. Processes and controls developed cannot eliminate or mitigate the occurrence or effects of all risks, and some risks may be simply beyond any processes, procedures or controls of the Board, the Funds, Green Century, or other service providers. As a result of the foregoing and for other reasons, the Board’s risk management oversight is subject to substantial limitations.

Compensation of Trustees

No Trustee of the Funds receives any compensation from the Funds, but each Trustee is reimbursed for any out-of-pocket expenses incurred in attending meetings of the Board of Trustees or of any committee thereof. Information regarding compensation paid to the Trustees of the Funds for the fiscal year ended July 31, 2013 is set forth below. The Funds do not contribute to a retirement plan for the Trustees of the Funds. The Officers do not receive any direct remuneration from the Funds.

Name of Person, Position

Aggregate
Compensation from
the Funds

Pension or
Retirement Benefits
Accrued as Part of
Funds Expenses
Estimated Annual
Benefits Upon
Retirement
Total Compensation
from Funds and
Green Century
Fund Complex Paid
to Trustees

Independent Trustees:

Mary Raftery

NoneNoneNoneNone

James H. Starr

NoneNoneNoneNone

Interested Trustees:

John Comerford

NoneNoneNoneNone

Douglas H. Phelps

NoneNoneNoneNone

Wendy Wendlandt

NoneNoneNoneNone

Fund Shares Owned by Trustee Nominees

The following table shows the amount of equity securities beneficially owned by each Nominee in the Green Century Family of Funds as of June 30, 2014.

Name and Position with

Northern Trustof Trustee Nominee

    

NameDollar Range of Other CompanyEquity Securities in

Fund/Fund Name

  

Position with Other Company

Chris W. CarlsonAggregate Dollar
Range of Equity
Securities in all
Investment
Companies
Overseen by
Nominee in

Director, Executive
Vice President & COOGreen Century

Gossett, Mark C.  
Director and Executive
Vice President
Potter, Stephen N.TNTCExecutive Vice President
Chairman, President and
Chief Executive Officer

Fund Family

Provanzana, Beth M.  

CFO, Treasurer & Senior
Vice PresidentIndependent Nominees:

      

Robertson, Alan W.  

Director and Executive
Vice PresidentJonathan Darnell

    

The Northern Trust Company

of Connecticut

None
  Executive Vice PresidentNone
St. Clair, Joyce

Laurie Moskowitz

    TNTCNone  Executive Vice PresidentNone
Director

Bancroft R. Poor

NoneNone

Mary Raftery

NoneNone

James H. Starr

$10,001-$50,000/Green Century Equity Fund

$10,001-$50,000/Green Century Balanced Fund

$10,001-$50,000

Name of Trustee Nominee

Dollar Range of Equity Securities in

Fund/Fund Name

Aggregate Dollar
Range of Equity
Securities in all
Investment
Companies
Overseen by
Nominee in

Green Century

Fund Family

Interested Nominees:

      
Wennlund, Lloyd A.  
Director and Executive
Vice President

Northern Trust provides investment subadvisory services to other funds that have similar investment objectives as the Equity Fund. Information concerning these mutual funds, including the net assets of the funds and the fees paid to Northern Trust for its services to the funds, is provided in the table below.

Name of FundJohn Comerford

    

Net Assets

as of 9/30/10

None
  

Fee Paid to Northern Trust as a Percentage
of Average Daily Net Assets

American Century Equity Index$390 million

0.02% on first $500 million

0.01% on over $500 million

None
DWS EAFE Equity Index Fund$331 million

Douglas H. Phelps

    

0.09% on first $100 millionover $100,000/Green Century Equity Fund

0.0675% on next $400 million

0.03% on over $500 million$100,000/Green Century Balanced Fund

over $100,000
DWS S&P 500 Index Fund$2,347 million

0.015% on first $2 billion

0.01% on next $2 billion

0.005% on over $4 billion

Guidestone Equity Index Fund$379 million

0.13% on first $250 million

0.08% on next $250 million

0.06% on over $500 million

Guidestone Value Equity Fund$188 million

0.13% on first $250 million

0.08% on next $250 million

0.06% on over $500 million

MassMutual Select Indexed Equity Fund$1,802 million

0.01% on first $1 billion

0.0075% on over $1 billion

Name of FundWendy Wendlandt

    

Net Assets$10,001-$50,000/Green Century Equity Fund

as of 9/30/10$10,001-$50,000/Green Century Balanced Fund

  

Fee Paid to Northern Trust as a Percentage
of Average Daily Net Assets

MassMutual Select Nasdaq 100 Fund$44 million

0.05% on first $200 million

0.04% on next $400 million

0.02% on over $600 million

State Farm International Index Fund10,001-$204 million

0.13% on first $150 million

0.10% on over $150 million

State Farm Small Cap Index Fund$259 million

0.13% on first $150 million

0.10% on over $150 million

USAA Nasdaq 100 Index Fund$176 million

0.06% on first $100 million

0.04% on next $150 million

0.03% on over $250 million

USAA S&P 500 Index Fund$2,863 million

0.02% on first $1.5 billion

0.01% on next $1.5 billion

0.005% on over $3 billion

50,000

All information contained in this Proxy Statement about Northern Trust has been provided by Northern Trust.

Information about Green Century

As of July 22, 2014, none of the current Independent Trustees of the Funds or nominees for Independent Trustee, or their immediate family members, owned beneficially or of record any securities of Green Century, UMB Distribution Services, LLC (“UMB”), the Funds’ distributor, or any person controlling, controlled by or under common control with Green Century or UMB. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.

As of July 22, 2014, the Trustees, Nominees and Officers of the Funds, individually and as a Massachusetts corporation with principal offices locatedgroup, owned beneficially or had the right to vote less than 1% of the outstanding shares of each Fund.

Meetings and Committees

Board Meetings.During the fiscal year ended July 31, 2013, the Board of Trustees of the Funds met four times. Each Trustee (other than John Comerford and Douglas Phelps) attended at least 75% of the meetings during the fiscal year ended July 31, 2013. Bancroft R. Poor was not a Trustee of the Funds during the fiscal year ended July 31, 2013.

Shareholder communications intended for the Board of Trustees (or one or more specified Trustees) may be sent to them in writing, to the Secretary of the Funds, in care of Green Century Capital Management, Inc., 114 State Street, Suite 200, Boston, MA 02109, is the investment adviser02109.

Audit Committee. Stephen J. Morgan*, Bancroft R. Poor and administrator for the Equity Fund and oversees the portfolio managementJames H. Starr, each an Independent Trustee, are members of the Equity Fund on a day-to-day basis. Green Century has served asAudit Committee. The Audit Committee met once during the Fund’s administrator sinceFunds’ fiscal year ended July 31, 2013 to select the Fund commenced operations in 1995,auditor, review the Funds’ financial statements and has served asaudited annual report, to receive the Fund’s investment adviser since 2006. Green Century also provides investment advisory services to Green Century Balanced Fund.

Green Century was founded in 1991 by a partnershipreport of not-for-profit environmental advocacy organizations for the following purposes: to provide quality environmentally responsible investment opportunities to the members of its founding organizations and other environmentally conscious investors; to generate revenue to support the research and advocacy work of its founding organizations;Funds’ independent auditors, and to promote greater corporate environmental responsibility by advocating that companies improve their environmental performance. As doreview the advocacy organizations that founded Green Century, Green Century upholdsinternal and external accounting procedures of the rightFunds. Messrs. Morgan and Starr attended this meeting. Mr. Poor was not a Trustee of people to speak for the public interest and corporate responsibility.

Green Century is wholly owned by Paradigm Partners, a California general partnership, the partners of which are all not-for-profit advocacy organizations. These organizations are: California Public Interest Research Group (CALPIRG); Citizen Lobby of New Jersey; Colorado Public Interest Research Group; ConnPIRG Citizen Lobby; Fund for Public Interest Research; Massachusetts Public Interest Research Group (MASSPIRG); MOPIRG Citizen Organization; PIRGIM Public Interest Lobby; and Washington State Public Interest Research Group (WASHPIRG). MASSPIRG owns approximately 46% of Paradigm Partners.

Portfolio Transactions

ForFunds during the fiscal year ended July 31, 2010, brokerage transactions with respect2013.

Nominating Committee. Stephen J. Morgan*, Mary Raftery and James H. Starr, each an Independent Trustee, are members of the Nominating Committee. The Nominating Committee is responsible for, among other things, screening and nominating candidates to the Equity Fund were not placed with any person affiliated with the Equity Fund, Green Century, UMB Fund Services, Inc. (the Fund’s subadministrator), UMB Distribution Services, LLC (the Fund’s distributor), Huntington Asset Services, Inc. (the Fund’s transfer agent), State Street Bank and Trust Company (the Fund’s custodian) or Mellon (the Fund’s former subadviser).

Evaluation byserve on the Board of TrusteesTrustees. The Nominating Committee evaluates candidates’ qualifications for board membership. The Nominating Committee Charter provides that the Committee shall require that candidates for Trustee have a college degree or equivalent business experience. Further, the Nominating Committee Charter provides that the Committee shall take into account at least the following factors when considering each candidate for Trustee: (i) the availability and commitment of the candidate to attend meetings and perform his or her responsibilities on the Board; (ii) the candidate’s relevant experience; (iii) the candidate’s educational background; (iv) the candidate’s ability, judgment and expertise; and

At

(v) the overall diversity of the Board’s composition. The Committee does not have a formal procedure for the implementation, or for assessing the effectiveness, of its policy with regard to the consideration of diversity on the Board in reviewing potential nominees for Independent Trustee. The Committee will consider and evaluate candidates submitted by shareholders of the Funds on the same basis as it considers and evaluates candidates recommended by other sources. Shareholder recommendations should be delivered in writing to the Secretary of the Funds, c/o Green Century Capital Management, Inc. The Nominating Committee did not meet during the Funds’ fiscal year ended July 31, 2013. The Nominating Committee met nine times during the period from August 1, 2013 through June 30, 2014. Mr. Morgan attended eight of these meetings, Mr. Starr attended all of these meetings and Ms. Raftery attended eight of these meetings. A copy of the Nominating Committee Charter is attached to this Proxy Statement as Exhibit A.

Valuation Committee.John Comerford and Bancroft R. Poor are members of the Valuation Committee. The Valuation Committee monitors the valuation of fund investments. The Valuation Committee did not meet during the most recent fiscal year.

Qualified Legal Compliance Committee. Stephen J. Morgan*, James H. Starr and Mary Raftery, each an in-person meeting on November 5, 2010,Independent Trustee, are members of the Qualified Legal Compliance Committee (“QLCC”) of the Board of Trustees of the Equity Fund, including a majorityFunds. The QLCC is authorized to receive, evaluate and investigate reports of material violations of law as prescribed by Section 307 of the Sarbanes-Oxley Act of 2002, which shall include, without limitation, the authority to retain such legal counsel and expert personnel as the QLCC may deem necessary and to notify the SEC in the event the Funds fail to implement a recommendation of the QLCC following an investigation. The QLCC did not meet during the most recent fiscal year.

* Mr. Morgan is retiring from the Board effective the date of the shareholder meeting, including adjournments.

Nomination by the Nominating Committee and the Board of Trustees

At a meeting of the Board’s Nominating Committee held on June 23, 2014, the Committee nominated Jonathan Darnell, Laurie Moskowitz, Bancroft R. Poor, Mary Raftery and James H. Starr to serve as Independent Trustees of the Funds and John Comerford, Douglas H. Phelps and Wendy Wendlandt to serve as Interested Trustees of the Funds. The Nominating Committee considered the approval ofcriteria set forth in the Subadvisory Agreement amongNominating Committee Charter, as described above under “Nominating Committee”, in nominating the Nominees for election or re-election as applicable, as Trustees. With respect to each new Independent Trustee Nominee, Green Century Funds on behalf ofrecommended the Equity Fund, Green Century, and Northern Trust.

In connection with their deliberations atNominee. At the June 25, 2014 meeting, and in separate executive session of the Independent Trustees, the Trustees considered, among other things, information provided by Northern Trust regarding (1) the nature, quality and extent of the services proposed to be provided by Northern Trust to the Fund, (2) expenses of the Fund and the subadvisory fee proposed to be paid to Northern Trust, and (3) the prospective profitability to Northern Trust of its proposed subadvisory relationship to the Equity Fund. The Independent Trustees were advised by independent counsel in considering these materials and the approval of the Subadvisory Agreement. The Trustees considered all the information provided to them by Northern Trust. The Trustees had previously been provided with a memorandum prepared by their independent counsel with respect to the applicable legal standards, including the factors to be considered, in connection with the Trustees’ review of the Subadvisory Agreement. In approving the Subadvisory Agreement at the meeting held on November 5, 2010, the Board, including the Independent Trustees, did not identify any single factor as determinative. Matters considered in connection with their approvalagreed that each Nominee Trustee of the Subadvisory Agreement included the following.

Nature, Quality,Funds should be submitted to shareholders for approval and Extent of Services To Be Performed.The Trustees noted that under the termsvoted to nominate such Nominees and recommend election of the proposed Subadvisory Agreement, Northern Trust would provide day-to-day portfolio managementNominees by the shareholders of the Equity Fund, making purchases and sales of portfolio securities consistent with the Equity Fund’s investment objective and policies and with changes to the Index. The Trustees reviewed the terms of the Northern Trust Subadvisory Agreement and noted that, except for the parties and the fees, the terms and conditions were substantially the same in all material respects as the terms and conditions of the Mellon Subadvisory Agreement. The Trustees considered Northern Trust’s professional expertise, tenure, and qualification of the portfolio management team for the Equity Fund, as well as the team’s experience in passive management. The Trustees also considered Northern Trust’s compliance policies and procedures and compliance record as well as the professional experience and responsiveness of Northern Trust’s compliance staff.Funds.

Based on their review of all the services proposed to be provided, the Trustees concluded that Northern Trust had the capabilities, resources and personnel necessary to provide subadvisory services to the Equity Fund, and concluded that the nature, quality and extent of services to be provided by Northern Trust supported the approval of the Subadvisory Agreement.

Investment Performance.The Trustees considered that the Equity Fund follows a passive investment strategy designed to track the Index and therefore the analysis of its prospective investment performance should be based on the Trustees’ analysis of the extent to which Northern Trust will be able to manage the Equity Fund to successfully track the Index. The Trustees reviewed information provided by Northern Trust, including performance information on other portfolios managed by Northern Trust which track established indexes. The Trustees noted that such other portfolios closely tracked their respective indexes. In light of this analysis, the Trustees did not believe it would be meaningful to compare the performance of other portfolios managed by Northern Trust to other funds with similar investment objectives and strategies. After considering all the factors deemed appropriate, the Trustees concluded that Northern Trust’s experience in managing portfolios with passive investment strategies supported the approval of the Subadvisory Agreement.

Costs of Services To Be Provided and Profitability. The Trustees considered the proposed subadvisory fees to be paid to Northern Trust by Green Century and the prospective profitability and fall-out benefits to Northern Trust from the proposed arrangement with the Equity Fund. The Trustees reviewed and considered an analysis of the proposed subadvisory fee compared to the subadvisory fees paid by other mutual funds with similar investment objectives and strategies as the Equity Fund. The Trustees noted that, based on the information provided, the proposed subadvisory fees to be paid to Northern Trust were lower than the average

subadvisory fees paid by other socially responsible mutual funds, lower than the average subadvisory fees paid by growth and income funds, and higher than the average subadvisory fees paid by growth and income index funds. The Trustees also reviewed data to compare the proposed subadvisory fee to the subadvisory fees paid by other mutual funds subadvised by Northern Trust with similar investment objectives and strategies as the Equity Fund. The Trustees noted that the proposed subadvisory fees to be paid to Northern Trust were within the range of fees paid by such funds to Northern Trust. The Trustees noted that the fees proposed in the Agreement were subject to a minimum annual amount at current asset levels, and that at higher asset levels the subadvisory fee would be comparable with the average subadvisory fees paid by growth and income index funds. The Trustees also considered that the proposed subadvisory fee would be paid by Green Century and not by the Fund.Vote Required

The Trustees also compared the proposed subadvisory fees to be paid by Green Century to Northern Trust against the subadvisory fees paid by Green Century to Mellon. The Trustees noted that the fee schedule in both the Northern Trust Subadvisory Agreement and the Mellon Subadvisory Agreement included breakpoints and reduced fee rates above certain asset levels, and that the fees payable under each agreement were subject to a minimum annual amount at current asset levels. The Trustees considered that the fees to be paid to Northern Trust would be higher than the fees paid to Mellon at current asset levels and at asset levels over $500 million, but lower than fees paid to Mellon at asset levels between $100 million and $500 million.

Northern Trust provided the Trustees with information regarding the prospective profitability of the Northern Trust Subadvisory Agreement to Northern Trust. In that regard, the Trustees considered the expenses that would be incurred by Northern Trust in providing subadvisory services to the Equity Fund. The Trustees considered that Northern Trust projected a profit after incurring direct costs only though not necessarily after allocated indirect costs at current asset levels of the Equity Fund. The Trustees also considered Northern Trust’s fee structure and what it charges other passively managed mutual funds and determined that the proposed subadvisory fees were within range of the fees Northern Trust charges its other subadvised clients for which it manages passive equity accounts.

After reviewing the information described above, the Trustees concluded that the fees proposed in the Subadvisory Agreement, taking into account the costs of the services provided by Northern Trust and and the profitability to Northern Trust of its proposed relationship with the Equity Fund, supported the approval of the Subadvisory Agreement. The Trustees also concluded that the fees proposed in the Subadvisory Agreement were fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality.

Other Benefits. The Trustees evaluated potential other benefits Northern Trust may realize from its relationship with the Equity Fund. The Trustees considered the brokerage practices of Northern Trust, including Northern Trust’s policy that it does not execute transactions for client portfolios through its affiliated broker/dealer unless directed to do so by a client. Green Century advised the Board that it will not direct that any Equity Fund transactions be executed through a Northern Trust affiliated broker/dealer; thus neither Northern Trust nor its affiliates would receive brokerage fees due to its relationship with the Equity Fund. The Trustees also considered that Northern Trust does not use trades for index portfolios for the generation of soft dollar benefits, nor does Northern Trust receive liquity rebates or payment for order flow from electronic communications networks associated with Equity Fund trades. The Trustees further considered the reputational and other advantages Northern Trust may gain from its relationship with the Equity Fund. The Trustees concluded that the benefits expected to be received by Northern Trust were reasonable in the context of the proposed relationship between Northern Trust and the Equity Fund, and supported the approval of the Subadvisory Agreement.

Economies of Scale. The Trustees also considered whether economies of scale would be realized by Northern Trust as the Equity Fund grew in assets and the extent to which such economies of scale might be reflected in the proposed fee schedule. They noted the relatively small size of the Equity Fund and considered that if the assets were to increase, Northern Trust could have the opportunity to experience economies of scale. They also noted that pursuant to the proposed Subadvisory Agreement, the subadvisory fees proposed to be paid

to Northern Trust by Green Century include breakpoints at $50 million and $100 million. The Trustees concluded that the fee schedule as proposed was appropriate at the present time, and supported the approval of the Subadvisory Agreement.

Based on the foregoing considerations, the Trustees, including a majority of the Independent Trustees, determined that the Subadvisory Agreement should be approved and submitted to the Equity Fund’s shareholders for approval. The Trustees also noted that they would consider whether to renew the Subadvisory Agreement after an initial two-year period and annually thereafter.

Vote Required

Aaffirmative vote of a majorityplurality of the outstanding voting securities of the Equity Fund (within the meaning of the 1940 Act) will be required to approve the Subadvisory Agreement. Under the 1940 Act, a “vote of a majority of the outstanding voting securities” of the Equity Fund means the affirmative vote by holders of the lesser of (a) 67% or more of the voting power of the Equity Fund’s outstanding voting securities present at a meeting if holders of more than 50% of the voting power of the Equity Fund’s outstanding voting securities are presentvotes cast, voted in person or by proxy or (b) more than 50%at the Special Meeting, is required for the election of the voting power of the Equity Fund’s outstanding voting securities.

In the event that the Northern Trust Subadvisory Agreement does not receive the requisite shareholder approval,each Nominee to the Board of Trustees of the Funds.

If you sign and return your proxy but give no voting instructions, your shares will negotiate a new investment subadvisory agreement with a different advisory organization or make other appropriate arrangements, in each case subject to approval of shareholders in accordance with the 1940 Act.be votedFORall Nominees named herein.

The Board of Trustees recommends that you vote FOR approvalthe election of each of the Northern Trust Subadvisory Agreement.Nominees to the Board.

 

Proposal 2.To transact such other business as may properly come before the Special Meeting of Shareholders and any adjournments of the Special Meeting.

Other Matters

The management of the Equity FundFunds knows of no other business to be presented at the Meeting. If any additional matters should be properly presented, it is intended that the enclosed proxy will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.

PART 4. INFORMATION REGARDING THE EQUITY FUND.FUNDS.

Interests of Certain Persons

As of January 14, 2011,the July 22, 2014, to the best knowledge of the Equity Fund,Funds, the following persons owned of record 5% or more of the outstanding shares of the Equity Fund:Funds:

 

Record Owner

  Number of
Shares
   Percent of
Shares
 

Charles Schwab & Company

101 Montgomery Street, San Francisco, CA 94101

   1,088,355.953     40.52

National Financial Services Corporation

200 Liberty Street, 5th Floor, New York, NY 10281

   239,281.208     8.91

Record Owner

  Number of
Shares
   Percent of
Shares
 

Green Century Balanced Fund

    

Charles Schwab & Company
101 Montgomery Street, San Francisco, CA 94104*

   1,098,119.314     21.52

National Financial Services Corporation
200 Liberty Street, 5th Floor, New York, NY 10281*

   721,584.846     14.14

Mac and Company
525 William Penn Place, Pittsburgh, PA 15230*

   311,113.822     6.10

Green Century Equity Fund

    

Charles Schwab & Company
101 Montgomery Street, San Francisco, CA 94104*

   975,314.602     31.08

National Financial Services Corporation
200 Liberty Street, 5th Floor, New York, NY 10281*

   409,960.179     13.06

TD Ameritrade
P.O. Box 2226, Omaha, NE 68103*...

   166,211.370     5.30

*Owners of record, not beneficial owners

Independent Registered Public Accounting Firm

The Board has selected KPMG LLP (“KPMG”) to serve as the independent public accountant for each Fund. Representatives of KPMG are not expected to be present at the Special Meeting, but will have the opportunity to make a statement if they wish, and will be available by telephone to respond to appropriate questions.

Accounting Fees and Services for the Trust

The information under each of the subheadings below show the aggregate fees KPMG billed to the Trust and the Adviser for its professional services rendered for the Funds’ most recently completed fiscal years.

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG for the audit of the Funds’ annual financial statements or services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for those fiscal years are set forth below:

For the fiscal year ended July 31, 2013: $37,400.00

For the fiscal year ended July 31, 2012: $36,400.00

Audit-Related Fees. There were no fees billed for the Funds’ two most recently completed fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under theAudit Feescaption above.

Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice and tax planning are set forth below. The services comprising the fees disclosed under this category are tax compliance monitoring and tax filing preparation.

For the fiscal year ended July 31, 2013: $10,800.00

For the fiscal year ended July 31, 2012: $10,400.00

All Other Fees. There were no other fees billed for the Funds’ two most recently completed fiscal years for products and services provided by KPMG, other than the services reported under theAudit Fees,Audit-Related Fees,orTax Fees captions above.

Aggregate Non-Audit Fees. The aggregate non-audit fees billed by KPMG for services rendered to the Funds were the tax compliance, tax advice and tax planning fees listed in theTax Fees caption above and are set forth below. No non-audit fees were billed by KPMG for services rendered to the Funds’ investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds for the last two fiscal years of the Funds.

For the fiscal year ended July 31, 2013: $10,800.00

For the fiscal year ended July 31, 2012: $10,400.00

Audit Committee Pre-Approval Policies and Procedures

The Charter of the Audit Committee of the Board requires that the Committee approve (a) all audit and permissible non-audit services to be provided to the Funds and (b) all permissible non-audit services to be provided by the Funds’ independent auditors to the Funds’ investment adviser or administrator or any entity controlling, controlled by, or under common control with the Funds’ investment adviser or administrator that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds. The Audit Committee has the duty to consider whether the non-audit services provided by the Funds’ auditor to the Funds’ investment adviser, administrator, or any adviser affiliate that provides ongoing services to the Funds, which services were not pre-approved by the Audit Committee, are compatible with maintaining the auditor’s independence and to review and approve the fees proposed to be charged to the Funds by the auditors for each audit and non-audit service.

There were no services described above (including services required to be approved by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. None of the hours expended on the principal accountant’s engagement to audit the Funds’ financial statements for the fiscal year ended July 31, 2013 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

Additional Information

TheEach Fund is a series of the Green Century Funds (the Trust)“Trust”), a diversified, open-end registered investment company organized as a Massachusetts business trust under a Declaration of Trust dated as of July 1, 1991. The

Balanced Fund was designated as a separate series of the Trust on July 1, 1991. The Equity Fund was designated as a separate series of the Trust on April 7, 1995. The mailing address of the Trust is 114 State Street, Suite 200, Boston, MA 02109.

Green Century is the Funds’ investment adviser and administrator. Trillium Asset Management LLC serves as the subadviser for the Green Century Balanced Fund. The Fund’s distributorprincipal business address of Trillium Asset Management LLC is Two Financial Center, 60 South Street, Suite 1100, Boston, MA 02111. Northern Trust Investments, Inc. serves as the subadviser for the Green Century Equity Fund. The principal business address of Northern Trust Investments, Inc. is 50 South LaSalle Street, Chicago, IL 60603. UMB Distribution Services, LLC.is the Funds’ distributor. The principal business address of UMB Distribution Services, LLC is 803235 West MichiganGalena Street, Suite A, Milwaukee, WI 53233.53212. Huntington Asset Services, Inc. acts as transfer agent and dividend disbursing agent for theeach Fund. The principal business address of Huntington Asset Services, Inc. is 2960 North Meridian, Suite 300, Indianapolis, IN 46208. State Street Bank and Trust Company (State Street) acts as the custodian for each of the Fund.Funds. State Street’s principal business address is 200 ClarendonOne Lincoln Street, Boston, Massachusetts 02116.02111.

Shareholders Sharing the Same Address

If two or more shareholders share the same address, only one copy of this proxy statement may be delivered to that address, unless the Trust has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the Trust will promptly deliver a separate copy of this proxy statement to a shareholder at a shared address. Please note that each shareholder (other than joint account shareholders) will receive a separate proxy card, regardless of whether he or she resides at a shared address. Please call 1-800-221-5519 or forward a written request to the Trust at Green Century Funds, PO Box 6110, Indianapolis, IN 46206-6110 if you would like to (1) receive a separate copy of this proxy statement; (2) receive your annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports or proxy statements if you are currently receiving multiple copies at a shared address.

Submission of Certain Proposals

The Trust is a Massachusetts business trust and as such is not required to hold annual meetings of shareholders, although special meetings may be called for the Fund,Funds, for purposes such as electing Trustees or removing Trustees, changing fundamental policies, or approving an advisory contract. Shareholder proposals to be presented at any subsequent meeting of shareholders must be received by the Trust at the Trust’s office within a reasonable time before the next proxy solicitation is made.

 

By Order of the Board of Trustees,

Amy F. Puffer, Secretary

January 21, 2011August 12, 2014

Exhibit A

INVESTMENT SUBADVISORY AGREEMENT

INVESTMENT SUBADVISORY AGREEMENT, dated as of November 29, 2010, by and among GREEN CENTURY CAPITAL MANAGEMENT, INC., a Massachusetts corporation having its principal place of business in Boston, Massachusetts (the “Adviser”), NORTHERN TRUST INVESTMENTS, N.A., a national association organized and existing under the laws of the state of Illinois, (the “Subadviser”), and GREEN CENTURY FUNDS a Massachusetts business trust (the “Trust”) on behalf of Green Century Equity Fund.

WHEREAS, the Adviser has been organized to operate as an investment adviser registered under the Investment Advisers Act of 1940 and has been retained by the Trust to provide investment advisory services to the Trust, an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated thereunder, in each case as in effect from time to time, 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” or the “Fund”); and

WHEREAS, the Adviser desires to retain the Subadviser to furnish it with portfolio management services in connection with the Adviser’s investment advisory activities on behalf of the Equity Fund, and the Subadviser is willing to furnish such services to the Adviser and the Trust;

NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

1.Employment of the Subadviser. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Adviser, attached hereto as Exhibit A (the “Advisory Agreement”), the Adviser hereby appoints the Subadviser to perform the portfolio management services described herein for the investment and reinvestment of the assets of the Fund, subject to the direction and supervision of the Adviser and the Trust’s Board of Trustees, for the period and on the terms hereinafter set forth. The Subadviser accepts such employment and agrees to furnish the services described herein in accordance with the terms of this Agreement and applicable law. The Subadviser 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 or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser.

2.Obligations of and Services to be Provided by the Subadviser.Nominating Committee Charter

 

(a)1.The Subadviser undertakesNominating Committee (the “Committee”) of the Board of Trustees (the “Board” or the “Board of Trustees”) of the Green Century Funds (the “Trust” or the “Funds”) shall be composed entirely of Independent Trustees, none of whom shall be an “interested person” of the Funds, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940. The Committee shall be comprised of as many Independent Trustees as the Board shall determine, but in no event fewer than two (2) Independent Trustees. The Board may remove or replace members of the Committee for any reason by majority vote of the Independent Trustees of the Board.

2.The primary purpose and responsibility of the Nominating Committee is the screening and nomination of candidates to provideserve on the following servicesBoard of Trustees (each, a “Candidate”).

3.To carry out its purposes, the Committee shall have the authority and responsibility to assumedetermine the following obligations with respectminimum qualifications that a Candidate is required to have and the Fund:factors that the Committee will consider in reviewing Candidates. Presently, the Committee has determined to:

 

 (1)a.The Subadviser, subject to and in accordance with the Fund’s investment objective, policies and restrictions as stated in the Trust’s Registration Statement(s) under the Securities Act of 1933 (the “1933 Act”), as it may be amended from time to time and as adopted by the Trust’s Board of Trustees from time to time, and the overall supervision of the Trust’s Board of Trustees and the Adviser, shall maintainrequire that Candidates have a continuing investment program for the Fund, including investment research and management with respect to the investment and reinvestment of the assets of the Fund, and shall take such steps as may be reasonably necessary to implement the same. The Subadviser shall make all trades for the Fund, engage in other actions as related to the Fund, and maintain the portfolio of the Fund at all times in compliance with the 1933 Act, the 1940 Act, and all applicable laws and regulations. Should the Trust’s Board of Trustees at any time establish an investment policy with respect to the Fund and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such noticecollege degree or until notified in writing by the Board of Trustees that such policy has been revoked.


(2)The Subadviser may not consult with any other subadviser to the Fund concerning transactions in securities or other assets for the Fund, except that such consultations are permitted between the current and successor subadviser(s) to the Fund in order to effect an orderly transition of subadvisory duties so long as consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.equivalent business experience;

 

 (3)b.In connection withtake into account at least the purchase and sale of portfolio investments of the Fund, the Subadviser shall arrange for the transmission to the Adviser and the Trust’s portfolio accountant, on a daily basis, of such confirmations, trade tickets or other documentation as may be necessary to enable the Adviser to perform its advisory and administrative responsibilities. The Subadviser shall render such reports to the Adviser, any subadministrator and/or to the Trust’s Board of Trustees concerning compliance, the investment activities and portfolio composition of the Fund, in such forms and at such intervals, as the Adviser or the Trust’s Board of Trustees may from time to time reasonably require.following factors when considering each Candidate:

 

 (4)i.The Subadviser shall have the authorityavailability and discretion to select brokers and dealers to execute the Fund’s portfolio transactions and for the selectioncommitment of the marketsCandidate to attend meetings and perform his or her responsibilities on or in which the transactions will be executed. In connection with the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed to seek for the Fund, in its best judgment, prompt best available execution in an effective manner. The Subadviser may not use commissions paid to broker-dealers in connection with the purchase or sale of Fund securities to generate so-called “soft dollars”. Broker-dealers that sell shares of the Fund or any other fund for which the Subadviser acts as investment adviser or subadviser shall only receive orders for the purchase or sale of the Fund’s portfolio securities to the extent that the placing of such orders is in compliance with applicable law and the rules of the Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority. In connection with the placement of orders for the execution of portfolio transactions, and subject to the direction and supervision of the Adviser and the Trust’s Board of Trustees, the Subadviser 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.Board;

 

 (5)ii.All records maintained by the Subadviser on behalf of the Adviser or the Fund (including, without limitation, records maintained and preserved by the Subadviser pursuant to Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act) shall be the property of the Adviser or the Trust, as applicable, and shall be available for inspection and use by (or surrendered to) the SEC, the Trust or any person retained by the Trust promptly upon request. Where applicable, such records shall be maintained by the Subadviser for the periods and in the places required by Rule 31a-1 and Rule 31a-2 under the 1940 Act, as applicable.Candidate’s relevant experience;

 

 (6)iii.The Subadviser shall not have any responsibility for determining the manner in which voting rights shall be exercised.Candidate’s educational background;

 

 (7)iv.

The assets of the Fund shall be held by one or more financial institutions designated by the Fund in a custodial capacity (the “Custodian”) in an account which the Fund has directed the Custodian to open. All transactions will be consummated by payment to or delivery by the Custodian for the Fund or such depositories or agents as may be designated by the Custodian of all cash and/or securities due to or from the Fund,Candidate’s ability, judgment and the Subadviser shall not have possession or custody thereof or any responsibility or liability with respect thereto. The Subadviser shall advise the Custodian, the Trust’s portfolio accounting agentexpertise; and the Adviser daily of all investments placed by its broker/dealers pursuant to procedures agreed upon by the Subadviser and the Adviser. The Adviser and the Trust shall issue to the Custodian such instructions, and hereby authorize the Subadviser to issue to the Custodian such instructions, as may be appropriate in connection with the settlement of transactions initiated by the Subadviser. The Adviser shall cause the Custodian to accept instructions from the Subadviser with respect to Fund assets and transactions by the Fund in the performance of the Subadviser’s duties hereunder. The Adviser shall use its best efforts to cause the Custodian to provide the Subadviser with any such information and reports concerning


the Fund or its assets as the Subadviser may from time to time reasonably request,providedthat neither the Adviser nor the Fund shall be required to provide additional compensation to the Custodian to provide any such information or report. The Subadviser shall have no liability or obligation to pay the cost of such Custodian or for any of its services.

 

 (b)v.The Subadviser represents to the Adviseroverall diversity of the Board’s composition; and the Trust that it will disclose to the Adviser and the Trust promptly after it has knowledge of any significant change or variation in its management structure or personnel which will affect the Fund or any significant change or variation in its management style or investment philosophy which will affect the Fund.

 

 (c)c.The Subadviser agrees that it will not deal with itself,consider Candidates recommended by one or with the Trusteesmore of the Trust or with the Adviser, or the Fund’s principal underwriter or distributor as principals in making purchases or sales of securities or other property for the account of the Fund, except as permitted by the 1940 Act, will not take a long or short position in the shares of the Fund except as permitted by the Trust’s Declaration of Trust, and will comply with all other applicable provisions of the Trust’s Declaration of Trust and By-Laws and any current Prospectus or Statement of Additional Information of the Fund.following sources:

 

 (d)i.The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. Consistent with the Subadviser’s fiduciary duties to the Fund and applicable law, the Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders are allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds will generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders.Trust’s current Trustees;

 

 (e)ii.the Trust’s officers;

iii.the Trust’s investment adviser or sub-adviser;

iv.shareholders of either Fund (see below); and

any other source the Committee deems appropriate.

4.The Adviser understandsCommittee may, but is not required to, retain a third party search firm at the Trust’s expense to identify potential Candidates.

5.The Committee will consider and agrees thatevaluate Candidates submitted by shareholders of the SubadviserFunds on the same basis as it considers and its officers, affiliatesevaluates Candidates recommended by other sources. Shareholder recommendations should be delivered in writing to the Secretary of the Trust, c/o Green Century Capital Management, Inc.

6.Meetings of the Committee will follow the following procedures:

a.The Committee will not have regularly scheduled meetings. Committee meetings shall be held as and employees perform investment advisory and investment management services for various clients other thanwhen the AdviserCommittee or the Board determines necessary or appropriate in accordance with the Trust’s By-laws.

b.The Committee may meet either in person or by telephone, and the Fund.Committee may act by unanimous written consent, to the extent permitted by law and by the Funds’ organizational documents.

3.Expenses. During the terms of this Agreement, the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall not be obligated to pay any expenses of or for the Trust, the Fund or the Adviser that are not expressly assumed by the Subadviser.

c.A majority of the members shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members present at a meeting at which a quorum is present shall be the action of the Committee. If the Committee consists of two members then a majority of the Committee will be equal to two members.

4.Compensation. The Adviser agrees to pay the Subadviser as full compensation for the services to be rendered and expenses to be borne by the Subadviser a fee equal on an annual basis to the greater of $75,000 or 0.10% of the value of the average daily net assets of the Fund up to but not including $50 million, 0.05% of the average daily net assets of the Fund from and including $50 million up to but not including $100 million, and 0.03% of the average daily net assets of the Fund equal to or in excess of $100 million. Such fee shall be accrued daily and payable following the end of each calendar quarter.

d.The Committee may select one of its members to be its chair.

The “average daily net assets” of the Fund shall mean the average of the values placed on the Fund’s net assets as of the close of regular trading on the New York Stock Exchange (currently, 4:00 p.m. Eastern Time) on each day on which the net asset value of the Trust is determined consistent with the provisions of Rule 22c-1 under the 1940 Act. The value of the net assets of the Fund shall always be determined pursuant to the applicable provisions of the Declaration of Trust and the Fund’s then current prospectus and statement of additional information. If the determination of net asset value does not take place for any particular day, then for the purposes of this Section 4, the value of the net assets of the Fund last determined shall be deemed to be the value of its net assets as of the close of regular trading on the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may be lawfully determined on that day. If the Trust determines the value of the net assets of the Fund more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Section 4.

e.The Committee shall prepare and retain minutes of its meetings and appropriate documentation of decisions made outside of meetings by delegated authority.

Notwithstanding the foregoing provisions of this Section 4, the compensation to be received by the Subadviser under this Agreement for the period from the date hereof to but not including April 28, 2011, or, if

f.The Committee shall maintain all documents received or reviewed by it for at minimum ten years.

7.This Charter has been adopted and approved by the Board of Trustees of the Funds and may be amended by the Board from time to time in compliance with applicable laws, rules, and regulations.

June 2005                


earlier, the date on which this Agreement is approved by the shareholders of the Fund in accordance with the 1940 Act, shall not exceed the compensation that would have been received by Mellon Capital Management Corporation (“Mellon”) during such period under that certain Investment Subadvisory Agreement, dated as of November 28, 2006, by and among the Adviser, Mellon and the Trust on behalf of the Fund.

5.Renewal and Termination. This Agreement shall continue in effect with respect to the Fund, 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 a majority of the outstanding voting securities” of the 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 “interested persons” of the Adviser, the Subadviser or the Trust, cast at a meeting called for the purpose of voting on such approval as provided under the 1940 Act.

Notwithstanding the preceding sentence of this Section 5, this Agreement shall terminate on April 28, 2011 unless on or before such date this Agreement is approved by the shareholders of the Fund in accordance with the 1940 Act.

This Agreement may be terminated at any time, with respect to the Fund, without payment of any penalty, (i) by the Trust’s Board of Trustees or by the “vote of a majority of the outstanding voting securities” of the Fund, upon not more than 60 days’ nor less than 30 days’ prior written notice to the Adviser and Subadviser, (ii) by the Adviser upon not more than 60 days’ nor less than 30 days’ prior written notice to the Trust and the Subadviser, or (iii) by the Subadviser upon not less than 180 days’ prior written notice to the Trust and the Adviser. This Agreement will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Adviser or in the event of its “assignment”.

The terms “specifically approved at least annually”, “interested persons”, “vote of a majority of the voting securities”, and “assignment” when used in this Agreement shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the SEC under the 1940 Act.

6.Standard of Care. The Subadviser may rely on information reasonably believed by it to be accurate and reliable. Neither the Subadviser nor its officers, directors, or employees shall be subject to any liability for any act or omission, or error of judgment or for any loss suffered by the Trust, the Fund or the Adviser in the course of, connected with, or arising out of any services to be rendered hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, except by reason of willful misfeasance, bad faith or negligence on the part of the Subadviser in the performance of its duties, violation of law, or by reason of reckless disregard on the part of the Subadviser of its obligations and duties under this Agreement.

7.Representations and Warranties. Each of the Adviser and the Subadviser represents and warrants that: (a) the person(s) executing this Agreement on behalf of such party has full power and authority to execute this Agreement on behalf of such party and (b) such party’s execution, delivery and performance of this Agreement will be binding upon such party in accordance with the terms hereof, and will not violate in any material respect any obligation by which such party is bound, whether arising by contract, operation of law, or otherwise. The Adviser acknowledges that it has received a copy of the Subadviser’s disclosure document under Rule 204-3 of the Investment Advisers Act of 1940 at least 48 hours prior to executing this Agreement.

The Subadviser agrees to review written communications to Fund shareholders and prospective investors relating to the Fund and the Subadviser’s services hereunder, including shareholder reports and proxy statements, as reasonably requested by the Adviser. The Subadviser agrees to review the Fund’s Prospectus and the Statement of Additional Information as reasonably requested by the Adviser to assure that the description therein of the investment policies and strategies followed by the Subadviser in providing services hereunder for the Fund is consistent with the policies and strategies the Subadviser uses or intends to use and that the information therein concerning the Subadviser and the services provided hereunder is accurate and complete.


The Subadviser agrees that during the term of this Agreement, including renewals, and for a one year period following the termination of this Agreement, the Subadviser will not, directly or indirectly, hire or attempt to hire any present or former employees of the Adviser or solicit or encourage any present employees of the Adviser to discontinue employment with the Adviser, provided, however, that this prohibition shall bar the hiring of former employees of the Adviser only during the first year following termination of their employment with the Adviser.

8.Use of Names; References to the Subadviser. The Trustees of the Trust and the Subadviser acknowledge that, in consideration of the Adviser’s assumption of organization and ongoing expenses of the Trust and of the Fund, the Adviser has reserved for itself the right to the names “Green Century Funds”, “Green Century Balanced Fund”, and “Green Century Equity 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. The Subadviser hereby agrees that the Adviser may use the Subadviser’s name in the Fund’s marketing or advertising materials with the prior written consent of the Subadviser, which consent will not be unreasonably withheld or delayed.

9.Assignment, Amendment of this Agreement. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by any party hereto, except as permitted under the 1940 Act (including any exemptions as may be granted by the SEC under the 1940 Act). No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective, with respect to the Fund, until approved by vote of the holders of a majority of the outstanding voting securities of the Fund, if such shareholder approval is required by the 1940 Act subject, however, to such exemptions as may be granted by the SEC under the 1940 Act.

10.Severability. If any provision of this Agreement shall be held or made invalid by a decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

11.Notices. Notices to the Subadviser should be provided to John Iwanicki, Northern Trust Global Investments, 50 South LaSalle Street, Chicago, IL 60603. Notices to the Adviser should be provided to Ms. Kristina A. Curtis, Green Century Capital Management, Inc., 114 State Street, Suite 200, Boston, MA 02109. Notices to the Trust should be provided to Ms. Kristina Curtis, Green Century Funds, 114 State Street, Suite 200, Boston, MA 02109.

12.Miscellaneous. Each party agrees to perform such further acts and to execute further documents as are necessary to effectuate the acts and execute such purposes hereof. The Agreement shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Massachusetts, provided, however, that nothing herein will be construed in a manner inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any rules and regulations of the SEC promulgated thereunder. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 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.

[Signature page follows.]


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, 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 CAPITAL MANAGEMENT, INC.
BY

LOGO

PO BOX 55909

BOSTON, MA 02205-5909

 

/s/    WENDY WENDLANDT        Your Vote is Important!

Vote by Internet

Please go to the electronic voting site atwww.2voteproxy.com/gcf. Follow the on-line instructions. If you vote by internet, you need not return your proxy card.

Vote by Telephone

Please call us toll free at1-800-830-3542, and follow the instructions provided. If you vote by telephone, you need not return your proxy card.

Vote by Mail

Please complete, sign and date your proxy card and return it promptly in the enclosed envelope.

Please ensure the address below shows through the window of the enclosed postage paid return envelope.

PROXY TABULATOR

PO BOX 55909

BOSTON, MA 02205-9100

LOGO

Wendy Wendlandt
President
NORTHERN TRUST INVESTMENTS, N.A.
BY

/s/    JOHN IWANICKI        

John Iwanicki
Senior Vice President
GREEN CENTURY FUNDS
BY

/s/    KRISTINA A. CURTIS        

Kristina A. Curtis
President


LOGO

PROXY

GREEN CENTURY BALANCED FUND

GREEN CENTURY EQUITY FUND

Voting Information

The enclosed proxy statement discusses important issues affecting your investment in the Green Century Equity Fund. It is important that you vote as soon as possible to save the expense of additional solicitations. If you received more than one proxy card, you must vote each proxy card separately.

3 Ways To Vote:

To vote on the Internet

1. Read the proxy statement.

2. Go to https://www.proxy-direct.com.

3. Follow the instructions on the website.

Do not mail the below proxy card.

To vote by telephone

1. Read the proxy statement.

2. Call toll-free 1-800-337-3503.

3. Follow the recorded instructions.

Do not mail the below proxy card.

• To vote by mail

1. Read the proxy statement.

2. Mark your votes on the reverse of the below proxy card.

3. Sign and date below.

4. Detach and return the proxy card in the envelope provided.


PROXY

GREEN CENTURY EQUITY FUND

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCHSEPTEMBER 22, 20112014

The undersigned, revoking prior proxies, hereby appoints Kristina A. Curtis and Amy F. Puffer, and each of them, proxies with several powers of substitution, to vote for the undersigned at the Special Meeting of Shareholders of the Green Century Balanced Fund and theGreen Century Equity Fund to be held at the offices of Green Century Capital Management, 114 State Street, Boston, MA 02109, on MarchSeptember 22, 2011,2014, or at any adjournment or postponement thereof, upon the following matters as described in the Notice of Special Meeting and accompanying Proxy Statement, which have been received by the undersigned.

When properly executed, this proxy will be voted in the manner directed herein by the undersigned shareholder. The proposal on this proxy card has been proposed by the Green Century Funds Board of Trustees. If no direction is given on the proposal, this proxy card will be voted “FOR” the proposal.Proposal. The proxy will be voted in accordance with the holder'sholder’s best judgment as to any other matters.matters as may come before the Special Meeting or any adjournments or postponements thereof.

VOTE VIA INTERNET:https://www.proxy-direct.com

VOTE VIA TELEPHONE: 1-800-337-3503

OR VOTE VIA MAIL: Mark your votes on reverse;If you choose to vote by mail and you are an individual account owner, please sign and date below; return in enclosed envelope.

Please sign this proxy exactly as your name or names appear.appears on the proxy card. Either owner of a joint account may sign the proxy. Trusteesproxy card and other fiduciaries should indicate the capacitysigner’s name must exactly match one of the names that appear on the card.

Please vote, sign where indicated and return promptly in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.enclosed envelope.

 

Please sign this proxy exactly as your name appears. Either owner of a joint account may sign the proxy. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If acorporation, this signature should be that of an authorized officer who should state his or her title.

 

Signature

Signature

Date

GCF14 - PXY-V3


Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders to Be Held on September 22, 2014

The Proxy Statement for this Meeting is available at:www.2voteproxy.com/gcf

¨Express Vote Option: To vote ALL accounts as the Board recommends for the proposal, mark the box at the left. No other vote is necessary.

xPlease fill in the boxes as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

The Green Century Funds Board of Trustees recommends that you vote “FOR” the election of each of the nominees.

 

Date1.To elect Trustees of the Green Century Funds.

PLEASE MARK VOTE AS IN THIS EXAMPLE:n


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

PLEASE VOTE TODAY

If voting by mail, please detach at perforation before mailing.

(01)  

  John Comerford  (05) Bancroft R. Poor    

(02)  

  Jonathan Darnell  (06) Mary Raftery    

(03)  

  Laurie Moskowitz  (07) James H. Starr    

(04)  

  Douglas M. Phelps  (08) Wendy Wendlandt    

 

    Green Century Equity Fund  FOR  WITHHOLD  FOR ALLFORWITHHOLDFOR ALL
ALLALLEXCEPTALLALLEXCEPT
To approve an InvestmentFORAGAINSTABSTAIN

Subadvisory AgreementGreen Century Balanced Fund

with Northern Trust

Investments, Inc.

  ¨  ¨  ¨Green Century Equity Fund¨¨¨

To vote against a particular Nominee, mark the “FOR ALL EXCEPT” box and write the number of each Nominee you do not wish to vote for on the line(s) above.

IF VOTING BY MAIL, BE SURE TOPLEASE VOTE, SIGN, WHERE INDICATED ON THE REVERSE

DATE AND RETURN THIS PROXY CARD PROMPTLY INUSING THE ENCLOSED ENVELOPE.

GCF14 - PXY-V3